CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TELECOMMUNICATIONS SYSTEM...

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN
OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION.

TELECOMMUNICATIONS SYSTEM LICENSE AGREEMENT

BY AND BETWEEN

THE IRVINE COMPANY

AND

FIRSTWORLD ORANGE COAST

DATE: MARCH 5, 1998

TABLE OF CONTENTS

1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2. GRANT OF LICENSE. . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2. 1. Grant of License. . . . . . . . . . . . . . . . . . . . . . .2
2. 2. Use.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
2. 3. Access. . . . . . . . . . . . . . . . . . . . . . . . . . . .4
2. 4. Condition of Equipment Space and Building . . . . . . . . . .4
2. 5. Subordination . . . . . . . . . . . . . . . . . . . . . . . .4

3. TERM . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

4. CONNECTION OF BUILDINGS TO THE NETWORKS . . . . . . . . . . . . . . . .5

4. 1. Connection of Spectrum Network. . . . . . . . . . . . . . . .5
4. 2. Connection of Additional Networks . . . . . . . . . . . . . .5
4. 3. Time to Connect Buildings.. . . . . . . . . . . . . . . . . .5
4. 4. Manner of Connection. . . . . . . . . . . . . . . . . . . . .6
4. 5. Tenant Waivers. . . . . . . . . . . . . . . . . . . . . . . .6
4. 6. Multiple Networks; Switch Service.. . . . . . . . . . . . . .6

5. OPERATION OF THE NETWORKS . . . . . . . . . . . . . . . . . . . . . . .7

5. 1. Operations. . . . . . . . . . . . . . . . . . . . . . . . . .7
5. 2. Level of Service. . . . . . . . . . . . . . . . . . . . . . .8
5. 3. Reports to Irvine . . . . . . . . . . . . . . . . . . . . . .8
5. 4. Enforcement . . . . . . . . . . . . . . . . . . . . . . . . .9
5. 5. Right To Enter Into Operations and Maintenance Agreements.. .9
5. 6. Failure to Operate. . . . . . . . . . . . . . . . . . . . . .9

6. PAYMENTS TO IRVINE. . . . . . . . . . . . . . . . . . . . . . . . . . .9

6. 1. License Fee.. . . . . . . . . . . . . . . . . . . . . . . . .9
6. 2. Adjusted Gross Revenue. . . . . . . . . . . . . . . . . . . 11
6. 3. Gross Square Footage. . . . . . . . . . . . . . . . . . . . 11

7. IMPOSITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

7. 1. Impositions . . . . . . . . . . . . . . . . . . . . . . . . 11
7. 2. Assessments in Installments.. . . . . . . . . . . . . . . . 12
7. 3. Direct Payment by Irvine. . . . . . . . . . . . . . . . . . 12
7. 4. Right to Contest. . . . . . . . . . . . . . . . . . . . . . 12

8. CONSTRUCTION AND MAINTENANCE OF NETWORK . . . . . . . . . . . . . . . 12

8. 1. Construction. . . . . . . . . . . . . . . . . . . . . . . . 13
8. 2. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8. 3. Hazardous Materials.. . . . . . . . . . . . . . . . . . . . 14
8. 4. Maintenance of Equipment. . . . . . . . . . . . . . . . . . 14
8. 5. FirstWorld Equipment. . . . . . . . . . . . . . . . . . . . 14
8. 6. Interference. . . . . . . . . . . . . . . . . . . . . . . . 15
8. 7. Establishment of MPOE.. . . . . . . . . . . . . . . . . . . 15
8. 8. Damage; Condemnation. . . . . . . . . . . . . . . . . . . . 16

9. COVENANTS OF IRVINE . . . . . . . . . . . . . . . . . . . . . . . . . 17

9. 1. Right-of-Way. . . . . . . . . . . . . . . . . . . . . . . . 17

9. 2. Periodic Notices. . . . . . . . . . . . . . . . . . . . . . 17
9. 3. Electric Utilities. . . . . . . . . . . . . . . . . . . . . 17

10. EQUIPMENT; SURRENDER OF LICENSE . . . . . . . . . . . . . . . . . . . 17

10. 1. Equipment and Removal . . . . . . . . . . . . . . . . . . . 18
10. 2. Option To Purchase. . . . . . . . . . . . . . . . . . . . . 18
10. 3. Rental of Equipment . . . . . . . . . . . . . . . . . . . . 18

11. FINANCING 19

11. 1. Financing Not Prohibited Transfer.. . . . . . . . . . . . . 19
11. 2. Cooperation with Lender Requirements. . . . . . . . . . . . 19
11. 3. Notice of Financing . . . . . . . . . . . . . . . . . . . . 20
11. 4. Notice of Default and Lender's Cure Rights. . . . . . . . . 20
11. 5. Obligations of Lender and Successors. . . . . . . . . . . . 22
11. 6. Lender Protections. . . . . . . . . . . . . . . . . . . . . 23
11. 7. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . 23
11. 8. New Agreement . . . . . . . . . . . . . . . . . . . . . . . 23
11. 9. Concurrent Exercise.. . . . . . . . . . . . . . . . . . . . 24

12. IRVINE CURE RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . 24

12. 1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . 24
12. 2. Notice of Default . . . . . . . . . . . . . . . . . . . . . 24
12. 3. Priority of Cure Rights . . . . . . . . . . . . . . . . . . 24
12. 4. Irvine's Cure Rights. . . . . . . . . . . . . . . . . . . . 25
12. 5. Purchase of Financing Encumbrance; Subrogation. . . . . . . 26
12. 6. Right to Bid at Foreclosure Sale. . . . . . . . . . . . . . 27

13. DEFAULTS; REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . 27

13. 1. Events of Default . . . . . . . . . . . . . . . . . . . . . 27
13. 2. Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
13. 3. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . 28
13. 4. Late Payments . . . . . . . . . . . . . . . . . . . . . . . 29
13. 5. Right to Perform. . . . . . . . . . . . . . . . . . . . . . 30
13. 6. Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . 30
13. 7. Limitation. . . . . . . . . . . . . . . . . . . . . . . . . 30
13. 8. Damages Limitation. . . . . . . . . . . . . . . . . . . . . 30

14. SALE OF NETWORKS. . . . . . . . . . . . . . . . . . . . . . . . . . . 31

14. 1. FirstWorld's Right to Assign. . . . . . . . . . . . . . . . 31
14. 2. Submittal for Consent . . . . . . . . . . . . . . . . . . . 31
14. 3. Effect of Transfer. . . . . . . . . . . . . . . . . . . . . 31
14. 4. Right of First Refusal. . . . . . . . . . . . . . . . . . . 32
14. 5. Permitted Transfers.. . . . . . . . . . . . . . . . . . . . 32
14. 6. Multiple Networks.. . . . . . . . . . . . . . . . . . . . . 32

15. TRANSFER OF BUILDINGS . . . . . . . . . . . . . . . . . . . . . . . . 33

15. 1. Transfer of Single Building . . . . . . . . . . . . . . . . 33
15. 2. Transfer of Portfolio.. . . . . . . . . . . . . . . . . . . 33

16. INSURANCE; INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 33

16. 1. FirstWorld Indemnity. . . . . . . . . . . . . . . . . . . . 33
16. 2. Exemption of Irvine from Liability. . . . . . . . . . . . . 34
16. 3. Irvine Indemnity. . . . . . . . . . . . . . . . . . . . . . 34
16. 4. FirstWorld Insurance. . . . . . . . . . . . . . . . . . . . 35
16. 5. Form of Policies. . . . . . . . . . . . . . . . . . . . . . 36

16. 6. Increase in Liability Limits. . . . . . . . . . . . . . . . 37
16. 7. Release and Waiver of Subrogation . . . . . . . . . . . . . 37

17. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . 37

17. 1. Representations and Warranties of FirstWorld. . . . . . . . 37
17. 2. Representations and Warranties of Irvine. . . . . . . . . . 38

18. PROTECTION OF CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . 38

18. 1. Designation of Confidential Information . . . . . . . . . . 38
18. 2. Obligations of Confidentiality. . . . . . . . . . . . . . . 38

19. MARKS AND PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . 39

19. 1. Exclusive Ownership of Marks. . . . . . . . . . . . . . . . 39
19. 2. References to Marks.. . . . . . . . . . . . . . . . . . . . 40
19. 3. Effect of Termination.. . . . . . . . . . . . . . . . . . . 40
19. 4. Publicity . . . . . . . . . . . . . . . . . . . . . . . . . 40

20. ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

21. NO BROKER . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .41

22. WAIVERS. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

23. UCC FILING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

24. ESTOPPEL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . 41

25. MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . 42

25. 1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 42
25. 2. Further Assurances. . . . . . . . . . . . . . . . . . . . . 43
25. 3. Performance Under Protest . . . . . . . . . . . . . . . . . 43
25. 4. No Third Party Beneficiaries. . . . . . . . . . . . . . . . 43
25. 5. Interpretation. . . . . . . . . . . . . . . . . . . . . . . 43
25. 6. Delivery of Drafts. . . . . . . . . . . . . . . . . . . . . 43
25. 7. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 43
25. 8. Cumulative Remedies . . . . . . . . . . . . . . . . . . . . 44
25. 9. Entire Agreement. . . . . . . . . . . . . . . . . . . . . . 44
25. 10. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . 44
25. 11. Partial Invalidity. . . . . . . . . . . . . . . . . . . . . 44
25. 12. Successors. . . . . . . . . . . . . . . . . . . . . . . . . 44
25. 13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 44
25. 14. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 44
25. 15. Time Periods. . . . . . . . . . . . . . . . . . . . . . . . 44
25. 16. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . 44
25. 17. Negation of Partnership . . . . . . . . . . . . . . . . . . 45
25. 18. Attorneys' Fees.. . . . . . . . . . . . . . . . . . . . . . 45
25. 19. Relationships . . . . . . . . . . . . . . . . . . . . . . . 45
25. 20. Nondedication of Facilities.. . . . . . . . . . . . . . . . 45
25. 21. Force Majeure. .. . . . . . . . . . . . . . . . . . . . . . 45

TABLE OF APPENDICES

iii

APPENDIX 1 - GLOSSARY OF DEFINED TERMS
APPENDIX 2 - DEPICTION OF EXISTING SPECTRUM
APPENDIX 3 - ADDITIONAL SPECTRUM
APPENDIX 4 - EXISTING SPECTRUM BUILDINGS
APPENDIX 5 - ADDITION MEMORANDUM
APPENDIX 6 - PHASING PLAN
APPENDIX 7 - WAIVER AND RELEASE

TELECOMMUNICATIONS SYSTEM LICENSE AGREEMENT

THIS TELECOMMUNICATIONS SYSTEM LICENSE AGREEMENT (this "Agreement") is
dated as of March 5, 1998, and made by and between THE IRVINE COMPANY, a
Delaware corporation ("Irvine") and FIRSTWORLD ORANGE COAST, a California
corporation ("FirstWorld").

RECITALS

A. FirstWorld is a wholly owned subsidiary of FWC. FWC is engaged
in the business of providing telecommunications network facilities and services
to municipalities and other users, both directly and through subsidiaries such
as FirstWorld.

B. FirstWorld proposes to build, own and operate Networks within the
State of California. Pursuant to the Conduit Lease, FirstWorld intends to
install the Spectrum Network to service Buildings in the Spectrum Service Area.

C. The Spectrum Service Area currently consists of the Existing
Spectrum, which is currently improved with commercial, industrial and retail
buildings including the Existing Spectrum Buildings, and the Additional
Spectrum, which Irvine anticipates it will improve with additional commercial,
industrial and retail buildings and which will include the Additional Spectrum
Buildings. Irvine is the master developer of the Spectrum Service Area. Irvine
also contemplates development of the Additional Areas which will be owned or
otherwise controlled by it.

X. Xxxxxx desires to give FirstWorld the right to connect the
Spectrum Network to Additional Spectrum Buildings and may give FirstWorld the
right to connect the Irvine Networks to Additional Area Buildings or its other
Networks to Additional Other Buildings, to enable FirstWorld to provide
telecommunications services to occupants of such buildings, all in exchange for
the payments set forth in this Agreement. FirstWorld desires to obtain the
right to provide such services in the Existing Buildings and in the Additional
Buildings from time to time added to this Agreement in accordance with the terms
hereof.

E. On June 11, 1997, the PUC issued to FirstWorld a Certificate of
Public Convenience and Necessity with respect to, among other things, the
construction and operation of the Networks.

F. FirstWorld will develop, own, maintain and operate the Irvine
Networks. Pursuant to the terms of this Agreement, Irvine will have certain
rights and responsibilities, and will be entitled to receive certain payments,
in connection with access to the Existing Buildings and access to Additional
Buildings which may be added to this Agreement.

G. FirstWorld and Irvine have also entered into the Conduit Lease
concurrently with this Agreement pursuant to which, among other things, Irvine
has leased to FirstWorld space within the Existing Available Spectrum Conduit
(as described in the Conduit Lease).

NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as follows:

AGREEMENT

DEFINITIONS

Capitalized terms used herein as defined terms shall have the meanings
given to them in the Glossary of Defined Terms attached hereto as Appendix 1
(such definitions to be equally applicable to both the singular and plural forms
of the terms defined) or elsewhere in this Agreement.

GRANT OF LICENSE

2.1. GRANT OF LICENSE.

2. 1. 1. Irvine hereby grants to FirstWorld, for the Term of
this Agreement, the right and license (the "License") to construct, install,
maintain, operate, use, repair, replace, augment and remove, at FirstWorld's
sole expense and risk, Cable and associated Equipment in the Existing Spectrum
Buildings as set forth herein.

2. 1. 2. Irvine further grants to FirstWorld the License to
construct, install, maintain, operate, use, repair, replace, augment and remove,
at FirstWorld's sole expense and risk, Cable and associated Equipment in any
Additional Spectrum Building in the Spectrum Service Area at any time during the
Term of this Agreement. Once any construction has been substantially completed
by Irvine on any building in the Spectrum Service Area, such building shall be
deemed a "Building" for purposes of this Agreement, and the License shall apply
thereto.

2. 1. 3. Irvine may add any Additional Area Building in any
Additional Areas to this Agreement effective not earlier than the substantial
completion of such Additional Area Building either (i) by notice to FirstWorld,
or (ii) by the substantial completion of an Additional Area Building in an
Additional Area as to which space within Available Other Conduit has been added
to the Leased Premises pursuant to the terms of the Conduit Lease. To the
extent Irvine adds an Additional Area Building to this Agreement, Irvine further
grants to FirstWorld the License to install, maintain, operate, use, repair,
replace, augment and remove, at FirstWorld's sole expense risk, Cable and
associated Equipment in such Additional Area Building. Once any Additional Area
Building is so added to this Agreement by Irvine, such building shall be deemed
a "Building" for purposes of this Agreement, and the License shall apply
thereto.

2. 1. 4. Irvine may add any Additional Other Building owned
by it and located in the State of California (other than buildings in the
Spectrum Service Area and the Additional Areas) to this Agreement by written
notice to FirstWorld. To the extent Irvine adds an Additional Other Building to
this Agreement, Irvine further grants to FirstWorld the License to

construct, install, maintain, operate, use, repair, replace, augment and remove,
at FirstWorld's sole expense and risk, Cable and associated Equipment in such
Additional Other Building. Once any Additional Other Building has been added to
this Agreement by Irvine, such building shall be deemed a "Building" for
purposes of this Agreement, and the License shall apply thereto.

2. 1. 5. As to those Buildings which are owned by Irvine and
which are not leased as a single building in its entirety to a single tenant,
Irvine shall provide Equipment Space to FirstWorld to the extent available in
any Building and FirstWorld shall, at FirstWorld's cost, keep each such
Equipment Space in good condition and repair and shall ensure that each such
Equipment Space provides a secure, water tight and otherwise adequate
environment for operation of the Equipment. FirstWorld shall have access to
each such Equipment Space during each Building's normal hours of operation but
shall, in addition, have access to each such Equipment Space twenty-four (24)
hours a day to perform emergency maintenance and repairs. The Equipment Space
and the Equipment in each Building within the Spectrum Service Area or any
Additional Area will be used by FirstWorld as a service site for the Spectrum
and/or any Additional Area and only for that purpose. In connection therewith,
FirstWorld shall have the right to permit occupants of the Building to locate
telecommunications equipment in the Equipment Space, provided that all risk of
loss and/or damage to such equipment shall be borne solely by such occupants
and/or FirstWorld, and FirstWorld shall defend and indemnify Irvine therefrom
pursuant to Section 16.1 of this Agreement. Irvine may, from time to time as
needed, have access to the Equipment Space, and FirstWorld agrees to cooperate
in providing such access. FirstWorld acknowledges that the Equipment Space in
most Buildings will be located in equipment rooms to which other Persons have
access, including other telecommunications providers, that Irvine will not
undertake any responsibility for protecting any Cable or Equipment installed by
FirstWorld in any Equipment Space, and that FirstWorld will be solely
responsible for taking such actions as may be reasonably necessary or
appropriate for protecting the same.

2. 1. 6. As to those Buildings which are owned by Irvine and
which are not leased as a single building in its entirety to a single tenant,
Irvine shall permit use of existing Building entrance conduit systems and
existing Building wiring to the extent that Irvine has the possession of and
authority to allow such use of said facilities. In addition, the License shall
include the right of FirstWorld to construct, install, maintain, operate,
repair, replace, augment and utilize building entrance conduit systems as
described in Section 8.1.2.

2. 1. 7. As to Buildings which are owned by Irvine and as to
which FirstWorld has been or is granted a License hereunder, and which are
leased as a single building in its entirety to a single tenant, FirstWorld will
likely need to obtain access to and the right to use the Equipment Space, any
existing Building entrance conduit systems and existing Building wiring from the
tenant of such Building for the term of such lease. FirstWorld anticipates that
any rights of access or consents which it requires from any tenant with regard
to any such Building can be obtained as part of any service agreement entered
into between FirstWorld and such tenant for service to the Building. Irvine
shall cooperate with FirstWorld and such tenant to permit FirstWorld to provide
service to such Buildings. Irvine hereby grants any consents reasonably
required by a tenant of any such Building, to permit FirstWorld to provide
service to such tenant, and will provide notice confirming such consent to any
such tenant upon request.

2. 1. 8. The License granted for any Building shall not be
exclusive. Irvine hereby reserves the right to grant, renew or extend similar
licenses to others, including other fiber optic or non-fiber optic
telecommunications service providers, which other licenses may include rights to
utilize space in the equipment room in which the Equipment Space is located to
the extent that such use does not materially interfere with the Equipment Space
to be provided to FirstWorld pursuant to this Agreement.

2. 1. 9. Notwithstanding the foregoing grants to FirstWorld
and FirstWorld's rights and options contained in this Agreement, except as
expressly provided in Sections 8.1.2, and 4.3, FirstWorld shall have no
obligation to construct or install any Equipment or any building entrance
conduit system in or to any Building.

2. 2. USE. FirstWorld may use the Equipment Space and Equipment
only for the purpose of providing a Building's occupants with fiber optic
telecommunications services which FirstWorld: (a) has been, or may in the
future be, certified to provide by either the local public utility governing
body, the PUC, the Federal Communications Commission, or any other Governmental
Authority with jurisdiction as to the provision of such services; or (b) is now,
or may in the future be, permitted to provide without any such certification.

2. 3. ACCESS. Subject to the rights of Irvine's Tenants, Irvine
shall provide FirstWorld's authorized employees, representatives and contractors
access to each Building, so that FirstWorld may construct, install, maintain,
operate, use, repair, replace, augment and/or remove FirstWorld Equipment from
time to time. Except in emergency situations, such access shall be during
normal business hours and with prior notice to Irvine. Any access shall be
subject to such reasonable requirements and procedures as may be established
from time to time by Irvine. FirstWorld shall be responsible for any damage or
injury resulting from such entry and shall indemnify Irvine therefrom in
accordance with the provisions of this Agreement. FirstWorld acknowledges that
Irvine's right to provide such access may be limited in Buildings which are
wholly leased to a single tenant.

2. 4. CONDITION OF EQUIPMENT SPACE AND BUILDING. Irvine makes no
warranty or representation that the Equipment Space in any Building is suitable
for the use contemplated herein, it being assumed that FirstWorld has satisfied
or will satisfy itself thereof; provided, however, that the foregoing shall not
limit Irvine's obligation to the extent required under Section 2.1.5 hereof to
make Equipment Space available to FirstWorld to enable FirstWorld to install and
operate Equipment for the purposes contemplated by this Agreement. FirstWorld
agrees to accept, and shall have inspected, the Equipment Space in the Buildings
"as is" and agrees that Irvine is under no obligation to perform any work or
provide any materials to prepare the Equipment Space or any Building for
FirstWorld.

2. 5. SUBORDINATION. FirstWorld accepts the License granted
hereunder subject and subordinate to any mortgage, deed of trust or other lien
presently existing upon any Building, but FirstWorld agrees that the holder or
beneficiary of any such mortgage, deed of trust or lien shall have the right at
any time to subordinate such mortgage, deed of trust or other lien to the
License on such terms and subject to such conditions as such holder or
beneficiary may deem appropriate in its discretion. This provision is hereby
declared to be self-operative and no further instrument shall be required to
effect such subordination of this Agreement, provided that

FirstWorld shall upon request execute an instrument submitted by Irvine
confirming the same. FirstWorld agrees to subordinate this Agreement to any
mortgage, deed of trust or other lien created after the effective date of this
Agreement affecting any Building so long as in connection with such
subordination the holder of such mortgage, deed of trust or other lien agrees in
writing that in the event of the foreclosure thereof this Agreement shall not be
terminated as to any Building then subject to this Agreement, and encumbered by
such mortgage, deed of trust or other lien and the holder thereof shall
recognize the rights of FirstWorld created by this Agreement as to the real
property encumbered by such mortgage, deed of trust or other lien, which
recognition agreement shall be in a form reasonably acceptable to FirstWorld and
such holder, provided, however, that such lender have the same rights to
terminate this Agreement in connection with any sale of a Building as are
reserved by Irvine in Section 15.1 of this Agreement. No provision of this
Section 2.5 shall be construed to give any such holder or beneficiary any claim,
right or title to any Equipment.

TERM

The term of this Agreement shall commence on the date of this
Agreement (the "Commencement Date") and shall expire on December 31, 2027,
unless terminated sooner as provided herein.

CONNECTION OF BUILDINGS TO THE NETWORKS

4. 1. CONNECTION OF SPECTRUM NETWORK. FirstWorld shall construct
the Spectrum Network and any expansion thereof into Additional Spectrum areas by
FirstWorld's installation of Cable in the Conduit in accordance with the Conduit
Lease, and shall connect the Existing Spectrum Buildings and any Additional
Spectrum Buildings to the Spectrum Network over time based on factors such as
(a) the rate at which Customers subscribe for Network services, (b) the location
of such Customers relative to the orderly and logical extension of Spectrum
Network facilities, and (c) the number of customers requiring "on-Net" and
"off-Net" service, all as reasonably determined by FirstWorld.

4. 2. CONNECTION OF ADDITIONAL NETWORKS. To the extent that
Irvine adds space within Available Other Conduit to the Leased Premises pursuant
to the Conduit Lease, FirstWorld shall construct a Network for the portion of
the Additional Area serviced by such Available Other Conduit in accordance with
the Conduit Lease and shall connect Additional Area Buildings in such Additional
Area over time based on the factors set forth in Section 4.1, above.

4. 3. TIME TO CONNECT BUILDINGS. Within *** (***) days after a
Customer that is a tenant of an office or other non-retail commercial Building
has subscribed in writing with FirstWorld for Network services as an end user,
FirstWorld shall submit to Irvine

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

Plans for the construction work necessary to provide telecommunications network
service to such customer, which Plans shall be approved or disapproved by Irvine
in accordance with Section 8.1.1 below. Within *** (***) days after Irvine's
approval of such Plans, FirstWorld shall install such Cable and Equipment in,
and any necessary building entrance conduit system to, such Building as is
necessary to provide telecommunications network service to such Customer;
provided, however, that FirstWorld shall only be required to install such Cable
and Equipment and commence such service if there shall already exist, at the
time such Customer subscribes with FirstWorld, Conduit (as defined in the
Conduit Lease) either owned or leased by FirstWorld within one thousand (1,000)
feet of such Building that is, in FirstWorld's reasonable judgment, sufficient
to provide such service. FirstWorld shall also not be obligated to provide
service to a Customer if the equipment room in the Building in which such
Customer is located lacks adequate space for FirstWorld's installation of the
Equipment necessary to provide service to such Customer. To the extent that
FirstWorld reasonably anticipates that the tenants of a Building will incur an
average billing of $ *** per month for FirstWorld's services, FirstWorld will
provide on-net service to such Building within the time periods and subject to
the conditions specified in this Section. Notwithstanding any contrary
provision of this Section 4.3, if FirstWorld is required to condemn an access
route for connecting any Building in which a tenant which has requested service
is located, then the time within which FirstWorld is obligated to provide
service to such tenant shall be extended by the period of time necessary to
obtain possession of the requisite access route by condemnation.

4. 4. MANNER OF CONNECTION. When FirstWorld installs Cable in any
building entrance conduit system and into a Building for connection to the MPOE,
FirstWorld shall provide adequate Cable so that upon termination of service to
any Building and removal of FirstWorld's Equipment, there will be a length of
Cable extending from the point of penetration of the Cable into the Building to
the point of connection to the MDF plus an additional approximately twenty (20)
feet of Cable coiled at such point of connection.

4. 5. TENANT WAIVERS. FirstWorld shall not provide
telecommunications services to any tenant of a Building unless and until a
Waiver and Release, substantially in the form attached as Appendix 7 hereto, has
been duly executed by such tenant and delivered by FirstWorld to Irvine,
provided, however, that FirstWorld may satisfy the requirements of this Section
4.5 by including language similar to that contained in Appendix 7 in its
standard service agreement for the benefit of Irvine.

4. 6. MULTIPLE NETWORKS; SWITCH SERVICE.

4. 6. 1. FirstWorld shall have the right to provide service
to the Spectrum Service Area through a single Network or through multiple
Networks, and may provide service to any Additional Area as to which space in
Available Other Conduit has been added to the Conduit Lease from the Spectrum
Network or from an Additional Network. FirstWorld may provide service to any
areas not covered by this Agreement utilizing the Spectrum Network or any
Additional Network, so long as: (a) there is at all times adequate capacity in
the Spectrum

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*** CONFIDENTIAL TREATMENT REQUESTED

Network or such Additional Network to provide service to Customers in the
Spectrum and the Additional Areas as to which space in Available Other Conduit
has then been added to the Leased Premises under the Conduit Lease; (b) the
provision of service to such areas not covered by this Agreement (as to any
single area or in the aggregate) does not materially and adversely impact the
speed or quality of service provided to the Spectrum or such portions of the
Additional Areas; and (c) there will be at all times an alternative fiber optic
route to provide service to any such areas not covered by this Agreement without
use of the Spectrum Network or any Additional Network.

4. 6. 2. FirstWorld contemplates providing service to the
Spectrum Network from one of its Affiliate's switching facility in Anaheim or
any other switching facility which FirstWorld or any of its Affiliates may
hereafter control. Such facility is expected to be utilized in providing
service to multiple Networks, including Networks other than the Irvine Networks.
FWC may transfer such facility into a separate Affiliate after the date hereof,
and will enter into a separate agreement or agreements between such Affiliate
and FirstWorld with regard to the provision of service to the Irvine Networks
from such switching facility. No provision of this Agreement shall be construed
as causing such switching facility to be a part of the Spectrum Network or any
Additional Network, or requiring the transfer of such switching facility to a
separate Affiliate. In the event that Irvine succeeds to rights of FirstWorld
pursuant to the terms of this Agreement, including without limitation by
exercising any of its cure rights under Article 12 or its right of first refusal
under Section 14.4, Irvine shall have the option as to whether to assume any
agreement regarding the provision of service from such switching facility or to
terminate such agreement as to the Irvine Networks, and any such agreement
regarding any such switching facility shall acknowledge and affirm the rights of
Irvine under this Agreement as to agreements regarding switching facilities.

OPERATION OF THE NETWORKS

5. 1. OPERATIONS. FirstWorld shall be the owner and operator of
the Irvine Networks and shall have the responsibility for and authority to make
decisions regarding all aspects of the operations of the Irvine Networks,
including, without limitation, the following matters:

5. 1. 1. Operating, maintaining and repairing all Network
facilities in accordance with prudent industry practice.

5. 1. 2. Making capital improvements and enhancements to the
Irvine Networks in accordance with prudent industry practice in order to
reasonably respond to technological improvements and Customer or User
requirements.

5. 1. 3. Using commercially reasonable diligence to obtain
Customers and Users for Network services.

5. 1. 4. Developing and implementing billing and collection
systems to support the operation of the Irvine Networks.

5. 1. 5. Performing all accounting functions associated with
the development and operation of the Irvine Networks and preparing and
maintaining (or causing to be prepared and maintained) detailed operating and
financial records for the Irvine Networks. Irvine shall have the right to
inspect such records at FirstWorld's offices in Orange County during reasonable
business hours upon ten (10) days' notice to FirstWorld, at Irvine's expense
(except to the extent Irvine is entitled to recover the cost of any audit of
Rent due under the Conduit Lease pursuant to the terms of the Conduit Lease).

5. 1. 6. Keeping (or causing to be kept) such other accounts,
books and records as may be necessary for proper financial management and
reporting by FirstWorld.

5. 1. 7. Obtaining all permits that may be required in
connection with the development, ownership and operation of the Irvine Networks.

5. 1. 8. Procuring and maintaining insurance as required
pursuant to Article 16.

5. 1. 9. Hiring, training, supervising and terminating all
employees, independent contractors and consultants necessary to develop,
maintain and operate the Irvine Networks.

5. 1. 10. Determining, in accordance with Applicable Law, the
manner and extent of carrier interconnection with the Irvine Networks and
negotiating with carriers regarding the terms upon which they may interconnect
with and operate on the Irvine Networks.

5. 1. 11. Taking such other actions as FirstWorld may deem
reasonably necessary or appropriate in connection with the Irvine Networks.

5. 2. LEVEL OF SERVICE. To the extent that FirstWorld provides
fiber optic service to any Building, FirstWorld shall provide reliable
telecommunications industry standard services to Irvine (if Irvine is a Customer
or User) and/or tenants of such Building as defined by a *** with respect to
network performance uptime; provided, however, that FirstWorld shall not be
liable or responsible for any acts or omissions of Irvine or any other tenant or
occupant of any Building, or for any Unavoidable Delay, including the
consequences of any fire or other peril, civil unrest, unavailability of labor
or materials, or other events or circumstances beyond the reasonable control of
FirstWorld.

5. 3. REPORTS TO IRVINE. Within forty-five (45) days following
the end of each calendar quarter, FirstWorld shall provide to Irvine a quarterly
written report summarizing the operations of the Irvine Networks for the
preceding calendar quarter and projecting the operations of the Irvine Networks
for the following calendar quarter. Such reports shall include information
concerning the amount of payments anticipated to be made to Irvine pursuant to
Article 6 of this Agreement during the following calendar quarter and, in the
case of each report

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*** CONFIDENTIAL TREATMENT REQUESTED

first submitted after the end of a calendar year, an annual audit of FirstWorld
and the operations of the Irvine Networks for the preceding calendar year
prepared by an independent certified public accounting firm. Such reports shall
also specify the cost of each building entrance conduit system installed by
FirstWorld during the relevant calendar quarter in compliance with the
provisions of Section 8.1.2, below.

5. 4. ENFORCEMENT. FirstWorld reserves the right to enforce the
obligations of its Customers and Users to FirstWorld, which enforcement may
include, without limitation, the termination of service to any Customer or User
which does not timely pay sums due FirstWorld.

5. 5. RIGHT TO ENTER INTO OPERATIONS AND MAINTENANCE AGREEMENTS.
FirstWorld shall be entitled to enter into agreements with other Persons,
whether affiliated or nonaffiliated, under which such other Persons may
undertake operational or maintenance duties associated with FirstWorld's rights
and/or obligations hereunder, including, without limitation, (a) sales, (b)
Conduit, Cable and/or Equipment installation, maintenance and repair, and (c)
other similar duties. Neither said agreements nor any performance thereunder
shall constitute a Transfer within the meaning of Section 14.1 hereof.

5. 6. FAILURE TO OPERATE. In the event that FirstWorld fails to
operate the Irvine Networks or otherwise provide fiber optic telecommunications
service on the Irvine Networks for a consecutive period of five (5) days or more
then, in addition to any other rights or remedies of Irvine hereunder and
subject to the rights and remedies of any Lender under Articles 11 and 12,
Irvine may until such failure is cured by FirstWorld (but shall not be obligated
to) either remedy such failure directly or cause another fiber optic service
provider to provide service, as an agent or contractor of Irvine, utilizing the
Irvine Networks. In either such case, FirstWorld shall upon Irvine's demand
bear all expenses for, or reimburse Irvine for, all costs incurred in connection
with, Irvine's exercise of its rights under this Section 5.6. If Irvine elects
to exercise its rights under this Section 5.6, Irvine shall also have the right
during any period in which it is exercising such remedy to utilize or to permit
another fiber optic service provider as an agent or contractor of Irvine to
utilize FirstWorld's Equipment.

PAYMENTS TO IRVINE

6. 1. LICENSE FEE.

6. 1. 1. FirstWorld shall pay to Irvine during the Term of
this Agreement a quarterly fee (the "License Fee"), which shall be paid in
advance on the first day of each calendar quarter at the address set forth in
Section 25.1, below, or at such other address as Irvine may designate in writing
from time to time, without prior demand and without offset or deduction. The
License Fee payable for any calendar quarter at the beginning or end of the Term
shall be prorated based on the actual number of days of the Term in such
calendar quarter.

6. 1. 2. The License Fee shall equal the sum of ***
Dollars ($ *** ), subject to adjustment in accordance with the provisions of
this Section 6.1. In the event an Additional Building is added to this
Agreement pursuant to the provisions hereof, the License Fee shall be
adjusted effective upon the date such Additional Building is added to this
Agreement by increasing the License Fee by a sum equal to the Additional
License Fee Base times the gross square footage of such Additional Building.
In the event that any Building is removed from this Agreement in accordance
with the provisions hereof after the date of this Agreement, or this
Agreement is otherwise terminated as to any Building in accordance with the
terms hereof, the License Fee shall be decreased effective upon the date such
Building is removed from this Agreement or so terminated by a sum equal to
the Additional License Fee Base times the gross square footage of the
Building removed or so terminated. The Additional License Fee Base for each
calendar quarter during the calendar year in which the Commencement Date
occurs shall be *** cents ($ *** ) per gross square foot per calendar quarter.

6. 1. 3. On January 1 of each calendar year during the Term
following the calendar year in which the Commencement Date occurs (each an
"Adjustment Date"), the License Fee and the Additional License Fee Base shall be
increased, but not decreased, to an amount equal to the product obtained by
multiplying the then-current License Fee (as it may previously have been
adjusted pursuant to Section 6.1.2, above, or Section 6.1.4, below) and the
Additional License Fee Base, respectively, by a fraction, the numerator of which
shall be the CPI published three months preceding the applicable Adjustment Date
and the denominator of which shall be the CPI published three months preceding
the prior Adjustment Date, or, in the case of the first Adjustment Date, the
Commencement Date; provided, however, that in no event shall such fraction be
greater than 1.06 or less than 1.02. In no event shall the License Fee be
decreased as a result of the decrease in the CPI in any calendar year. No
provision of this Section 6.1.3 shall be construed to prohibit any decrease in
the License Fee which would result from a removal of a Building from this
Agreement pursuant to Section 6.1.2, above.

6. 1. 4. Notwithstanding any contrary provision of Section
6.1.3, above, on January 1, 2008 and January 1, 2018 (each a "Market Adjustment
Date") the License Fee for all Buildings then subject to this Agreement shall be
increased, but not decreased, to the greater of the amount determined pursuant
to Section 6.1.3, above, or the Fair Market License Fee determined in accordance
with this Section 6.1.4. The Fair Market License Fee shall equal the fair
market license fee then customarily being charged by owners of office and
industrial buildings in Los Angeles, Orange and San Diego Counties, California,
per building or per square foot, whichever is then customary (as a fee to
telecommunications service providers to permit such providers access to and
space for telecommunications facilities and conduit within an owner's building
to allow such providers to provide telecommunications service to one or more
tenants of such building) times the number, or gross square footage, of the
Buildings then subject to this Agreement, as applicable, provided, however, that
in no event shall the License Fee be

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*** CONFIDENTIAL TREATMENT REQUESTED

increased on any Market Adjustment Date to an amount equal to more than 200% of
the License Fee in effect for the immediately preceding calendar year. On or
before one-hundred eighty (180) days prior to either Market Adjustment Date,
Irvine shall notify FirstWorld of Irvine's determination of the Fair Market
License Fee and the adjusted License Fee pursuant to this Section 6.1.4. Within
thirty (30) days after such notice, FirstWorld shall either notify Irvine that
FirstWorld agrees with Irvine's determination or that it disagrees. Any failure
of FirstWorld to notify Irvine within such thirty (30) day period that
FirstWorld agrees or disagrees with Irvine's determination shall be deemed an
approval of Irvine's determination of the Fair Market License Fee and the
adjusted License Fee. Any notice from FirstWorld that it disagrees with
Irvine's determination shall specify FirstWorld's opinion of the Fair Market
License Fee and the adjusted License Fee under this Agreement. If FirstWorld
disagrees with Irvine's determination, the Parties shall for a period of thirty
(30) days following FirstWorld's notice of disagreement endeavor to reach
agreement on the adjusted License Fee due under this Section 6.1.4. If the
Parties are unable to so reach agreement, then the Fair Market License Fee shall
be determined by binding arbitration in accordance with Article 20 of this
Agreement.

6. 1. 5. The gross square footage of any Building or
Additional Building shall be calculated by Irvine in accordance with its
standard practices for calculating gross square footage of office and industrial
buildings, and shall be identified by Irvine at the time any Building or
Additional Building is added to or removed from this Agreement. Such gross
square footage shall be used for all purposes under this Agreement unless
FirstWorld requests a recalculation of the same as to any Building or Additional
Building added to or removed from this Agreement within sixty (60) days after
the date of the addition or removal of such Building or Additional Building. If
the Parties are unable to reach agreement upon the gross square footage of any
Building or Additional Building within thirty (30) days after FirstWorld
requests a recalculation of gross square footage as to any Building, then the
gross square footage in dispute shall be determined by binding arbitration in
accordance with Article 20, below, and the gross square footage specified by
Irvine shall be utilized for the calculation of the License Fee until resolution
of such arbitration.

6. 2. ADJUSTED GROSS REVENUE. In addition to the License Fee
payable hereunder, FirstWorld shall, as additional rental, pay Bonus Percentage
Rental on account of any Additional Other Building which is added to this
Agreement, as provided in the Conduit Lease. Such Bonus Percentage Rental shall
be paid by adding the Other Building Gross Revenue earned by from any Additional
Other Building into the Adjusted Gross Combined Revenue under the Conduit Lease
as provided in the Conduit Lease.

6. 3. GROSS SQUARE FOOTAGE. As used in this Agreement, the "gross
square footage" of any Building shall exclude the square footage of any vertical
penetrations in such Building.

IMPOSITIONS

7. 1. IMPOSITIONS. For any period within the Term of this Agreement
(with daily proration for periods partially within the Term and partially
outside the Term), FirstWorld

shall pay and discharge all Impositions related to the Cable, the Equipment and
any Conduit, before the same are delinquent. FirstWorld shall also pay all
interest and penalties assessed by any Governmental Authority on account of late
payment of any Imposition, unless such late payment was caused by Irvine's
failure to remit an Imposition (paid to Irvine by FirstWorld), in which case
Irvine shall pay such interest and penalties. If the xxxx for any Imposition
which is FirstWorld's obligation to pay hereunder is sent to Irvine by the
Governmental Authority, Irvine shall deliver such xxxx to FirstWorld as soon as
reasonable possible after Irvine's receipt of the same.

7. 2. ASSESSMENTS IN INSTALLMENTS. To the extent permitted by
Applicable Law, FirstWorld shall have the right to apply for conversion of any
assessment or Imposition to cause it to be payable in installments. After such
conversion, FirstWorld shall pay and discharge only such installments of such
assessment or Imposition as shall become due and payable during the Term.

7. 3. DIRECT PAYMENT BY IRVINE. If any Person entitled to receive
payment of an Imposition refuses to accept it from FirstWorld, then FirstWorld
shall give Irvine notice of such fact and shall remit payment of such Imposition
to Irvine in a timely manner, and Irvine shall thereafter be responsible for
remitting the same to such Person.

7. 4. RIGHT TO CONTEST. Notwithstanding anything to the contrary
in this Agreement, FirstWorld shall have the right to contest, at its sole
expense, by appropriate legal proceedings diligently conducted in good faith,
the amount or validity of any Imposition or other tax or fee and the valuation,
assessment or reassessment (whether proposed or final) of FirstWorld's property
or any Conduit for purposes of real and personal property taxes. FirstWorld may
defer payment of the contested amount pending the outcome of such contest,
provided that such deferral does not subject any portion of the Conduit or any
other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk
of criminal liability. Irvine shall not be required to join in any such contest
proceedings unless such proceedings must be brought in the name of Irvine,
provided however, that Irvine shall have the right to participate in any such
proceedings to the extent it determines that such participation is necessary or
appropriate to protect its interests, and Irvine shall be entitled to be
reimbursed by FirstWorld upon demand for legal fees incurred by it in
participating in any such proceeding. If any such proceedings must be brought
in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such
proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable
costs and expenses (including reasonable attorneys' fees) incident to such
proceedings. FirstWorld shall be entitled to any refund of any contested amount
(and penalties and interest paid by FirstWorld) to the extent such refund is of
amounts previously paid by FirstWorld with regard to such contested amount,
whether such refund is made during or after the Term of this Agreement. Upon
termination of FirstWorld's contest of any amount, FirstWorld shall pay the
amount (if any) as has been finally determined in such proceedings to be due,
together with any costs, interest, penalties or other liabilities in connection
with such Imposition.

CONSTRUCTION AND MAINTENANCE OF NETWORK

8. 1. CONSTRUCTION.

8. 1. 1. Prior to the installation of any FirstWorld
Equipment, FirstWorld shall, at its sole cost and expense, prepare and deliver
to Irvine working drawings, plans and specifications (the "Plans") which shall
specifically describe all construction work. No work shall commence until
Irvine has approved the Plans in writing, which approval shall not be
unreasonably withheld, conditioned or delayed. If Irvine fails to approve or
disapprove any Plans within thirty (30) days after the receipt of the same, such
Plans shall be deemed to have been approved by Irvine. All work by FirstWorld
shall be performed in a neat, safe and workmanlike manner and in accordance with
all Applicable Laws. FirstWorld shall obtain, prior to such work, any necessary
governmental permits, licenses and approvals, copies of which shall be delivered
to Irvine before commencement of the work. In performing the work FirstWorld
shall not unreasonably disrupt, adversely affect or interfere with any other
licensee, service provider or tenant of a Building, and any such interference
shall be immediately rectified following written or oral notice from Irvine.
All work shall be performed in compliance with Irvine's standard construction
rules and insurance requirements for the Building, which shall be made available
to FirstWorld upon submittal of any Plans for work.

8. 1. 2. In the event FirstWorld is the first competitive
access provider to actually provide service to a particular Building, then
FirstWorld shall, at its sole expense, design, engineer and install a building
entrance conduit system, having a capacity equal to two hundred percent (200%)
of the capacity initially required by FirstWorld to service such Building, that
connects the minimum point of entry ("MPOE") of that Building to the most
appropriate street access point, which access point shall be subject to the
reasonable prior written approval of Irvine, such approval not to be
unreasonably withheld or conditioned. The installation by FirstWorld of the
building entrance conduit system shall be pursuant to plans approved by Irvine
(such approval not to be unreasonably withheld or conditioned) and in accordance
with the construction requirements set forth above. Any approval requested of
Irvine pursuant to this Section 8.1.2 shall be deemed granted if Irvine fails to
respond to a request for such approval within thirty (30) days after its receipt
of such request. In the event that Irvine desires to grant to any other person
or entity the right or license to use a building entrance conduit system
installed by FirstWorld, then, as a condition precedent to Irvine's grant of any
such right or license to such other Person or entity, Irvine shall pay, or shall
cause such Person or entity to pay, FirstWorld fifty percent (50%) of all costs
incurred by FirstWorld in installing such building entrance conduit system, as
specified in the applicable quarterly report submitted by FirstWorld pursuant to
Section 5.3. If for any reason FirstWorld fails to report the costs incurred by
FirstWorld in installing a building entrance conduit system for any particular
Building in its quarterly report for the quarter in which the same was
installed, Irvine, as its sole remedy for such failure, shall not be obligated
to pay or cause the payment of any portion of the costs incurred for such
installation in connection with the grant of any right or license to use such
building entrance conduit system. For purposes of calculating such payment, the
amount of costs incurred by FirstWorld in installing such building entrance
conduit system shall be increased by multiplying such costs incurred by
FirstWorld by a fraction, the numerator of which is the CPI immediately prior to
Irvine's or such other Person's or entity's payment to FirstWorld and the
denominator of which shall be the CPI upon FirstWorld's completion of the
initial installation of such building

entrance conduit system; provided, however, that such calculation shall not in
any event decrease the amount of costs incurred by FirstWorld in installing such
building entrance conduit system.

8. 1. 3. With respect to any building entrance conduit system
installed by FirstWorld, FirstWorld shall register such installation with such
Underground Agencies as are reasonable and appropriate to identify the location
of such system. In the event such a building entrance conduit system already
exists to serve a particular Building, Irvine shall make available to FirstWorld
any excess capacity in such system required by FirstWorld to provide service to
such Building which is available to or controlled by Irvine.

8. 2. LIENS. FirstWorld shall be responsible for the satisfaction
or payment of any liens for any provider of work, labor, material or services
claiming by, through or under FirstWorld. FirstWorld shall also indemnify, hold
harmless and defend Irvine against any such liens, including the reasonable fees
of Irvine's attorneys. Such liens shall be discharged by FirstWorld within
thirty (30) days after notice of recordation thereof by bonding, payment or
otherwise. Subject to the foregoing, FirstWorld may contest, in good faith and
by appropriate proceedings, any such liens, provided, however, that Irvine may
require FirstWorld to bond any liens which FirstWorld may contest to assure that
any property of Irvine is protected from such lien during the period for which
any contest is pending. The provisions of this Section shall survive
termination of this Agreement.

8. 3. HAZARDOUS MATERIALS. FirstWorld shall not install any
Hazardous Material into any Building. In the event that FirstWorld shall
discover, uncover, disturb or otherwise reveal any existing Hazardous Materials
within the Building, FirstWorld shall immediately stop any work in progress and
report such findings to Irvine within twenty-four (24) hours. FirstWorld shall
not conduct any further work in the reported area without Irvine's written
approval. FirstWorld shall have three options upon discovery of Hazardous
Material and cessation of work as described above: (1) xxxxx or remove, at its
sole cost and expense and in compliance with all applicable legal requirements,
the Hazardous Material within the route or area needed by FirstWorld to complete
its work, and only with the approval of Irvine; (2) reroute its planned access
route to avoid such Hazardous Material areas; or (3) terminate the License as to
such Building upon ten (10) days' prior written notice to Irvine.

8. 4. MAINTENANCE OF EQUIPMENT. FirstWorld shall keep each
Equipment Space and Equipment in good order, repair and condition during the
Term, and shall reimburse Irvine upon demand for the cost to repair any damage
to a Building caused by FirstWorld. FirstWorld shall at all times comply with
Applicable Law pertaining to the installation and operation of Cable and
Equipment.

8. 5. FIRSTWORLD EQUIPMENT. All Equipment shall be and shall at
all times remain the property of FirstWorld and shall not be deemed a fixture
upon or an improvement to any Building, except to the extent purchased by Irvine
or surrendered by FirstWorld upon the expiration or sooner termination of this
Agreement pursuant to Article 10. The Cable and Equipment, and any other
personal property in a Building belonging to FirstWorld, shall be there at the
sole risk of FirstWorld, and Irvine shall not be liable for damage thereto or
theft, misappropriation or loss thereof unless such damage is caused by Irvine's
sole active negligence. FirstWorld shall be solely responsible for maintaining
and servicing all such Cable and Equipment

during the Term hereof. Irvine may require that FirstWorld relocate the
Equipment Space and/or Cable and Equipment in the Building, at Irvine's expense,
so long as such relocation can be conducted in a manner that does not
unreasonably interfere with FirstWorld's operation of Equipment and does not
result in an interruption of service to FirstWorld's Customers in the Building.
Irvine shall allow FirstWorld to perform a standard cutover procedure, if
required by said relocation, which will ensure that the relocated equipment is
operational for service prior to discontinuing service from the prior service
location.

8. 6. INTERFERENCE. FirstWorld covenants that neither its
Equipment nor the installation thereof will interfere with the computer,
software, communication, information or other electronic equipment or systems of
any other tenant, licensee or occupant of any Building. If such interference
occurs (other than interference with wireless services which are not currently
available but which may become available in the future), FirstWorld shall
immediately stop the operation of its Equipment until such interference is cured
and if necessary, pay any and all costs incurred by Irvine and resulting from
the interference, including, without limitation, any costs for which FirstWorld
is obligated to indemnify Irvine hereunder. If FirstWorld cannot cure such
interference within a reasonable time (not to exceed fifteen (15) days), Irvine
may terminate the License granted hereunder (but if such interference is only as
to one or more Buildings, only with respect to the Building(s) in which such
interference occurs) upon ten (10) days written notice to FirstWorld.

8. 7. ESTABLISHMENT OF MPOE.

8. 7. 1. FirstWorld recognizes that Irvine desires to provide
access to both existing and future telecommunications services and service
providers for tenants of each Building and Irvine may deem it desirable to
achieve this objective by providing a building riser and distribution cabling
system ("BR&DCS") in the Building for use by competitive providers of wired
telecommunications services. Accordingly, and notwithstanding anything
contained in this Agreement to the contrary, Irvine reserves the right to
provide access to or install, and to require FirstWorld to utilize, a common
BR&DCS, including a main distribution frame ("MDF"), in order to reach tenant
demarcation points in the Building. In this event, the MDF shall be connected
to the MPOE demarcation point for service providers. The MDF shall also serve
as the origination point of the BR&DCS. The tenant demarcation block on each
floor of the Building will serve as the terminating point of the BR&DCS on that
floor. Notwithstanding the foregoing, nothing herein shall be deemed to
obligate Irvine to install a BR&DCS; provided, however, that if Irvine elects to
install a BR&DCS, then Irvine shall provide FirstWorld with access thereto
without the obligation to pay additional fees or other compensation to Irvine
for such access.

8. 7. 2. If Irvine elects to provide an MDF or to relocate an
MDF (and, if necessary, the MPOE), then so long as FirstWorld can utilize such
MDF to provide the same level of service to tenants of the Building that
FirstWorld is then able to provide utilizing the Equipment, then FirstWorld
shall, at FirstWorld's expense not to exceed $ *** , (i) relocate its existing
services and demarcation facilities to the MDF, if such a frame is installed;
(ii) remove its

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*** CONFIDENTIAL TREATMENT REQUESTED

existing cables throughout the Building (other than from the exterior of the
Building to the MPOE along such path or paths as may be designated by Irvine,
which shall thereafter be deemed the "Raceway" for purposes of this Agreement
and which may be used by other service providers as well as FirstWorld); and
(iii) utilize the MDF for providing all new service to Building tenants once
Irvine notifies FirstWorld that the MDF is ready for service. Irvine agrees to
allow FirstWorld a reasonable amount of time (not to exceed 60 days) for proper
planning, engineering and cutover in this regard. Cutover to the MDF will be
accomplished at times other than normal business hours. Upon the completion of
such cutover, FirstWorld shall have no further rights to use of the Equipment
Space or any other parts of the Building except where necessary to the extent
contemplated in this Section 8.7.2 so long as Irvine provides an MDF to allow
FirstWorld to provide service to tenants of the Building.

8. 7. 3. If Irvine elects to provide an MDF or to relocate an
MDF (and, if necessary, the MPOE), Irvine's sole responsibility in the event of
interruption or other effects caused by malfunction, damage or destruction of
the MDF shall be to promptly repair or replace the MDF as necessary to eliminate
the cause of malfunction or interruption as soon as reasonably practicable, the
cost of which shall be borne by FirstWorld to the extent the problem was caused
directly or indirectly by FirstWorld. In limitation of the foregoing, Irvine's
obligation to repair or replace the MDF shall apply only to the extent necessary
to reach premises in the Building that will again be used by tenants upon the
completion of restoration or repair thereof. In no event shall FirstWorld have
any right to make any claim against Irvine whatsoever for any damages, whether
direct, indirect or consequential, for Irvine's failure to repair or replace the
MDF as required by this Section 8.7.3, FirstWorld's remedy being limited to a
claim for specific performance of Irvine's obligation to repair or replace as
specified above. Notwithstanding the foregoing, if Irvine fails or refuses to
repair or replace and otherwise maintain the MDF in such manner as to avoid any
malfunction or interruption in FirstWorld's service, then FirstWorld shall have
the right, but not the obligation, to make such repairs and replacements as are
reasonably necessary and to recover from Irvine all of FirstWorld's costs of
repair and replacement.

8. 7. 4. The foregoing provisions of this Section 8.7 shall
not apply to any Building which Irvine has leased in its entirety to a single
tenant. FirstWorld hereby acknowledges that Irvine would have no control over
the installation of a BR&DCS or an MDF in any such building and that FirstWorld
would need to address use, maintenance and repair of an installed BR&DCS or MDF
in any such building with such tenant.

8. 8. DAMAGE; CONDEMNATION. In the event of any physical damage
or condemnation of any Building which makes it impossible or commercially
infeasible for FirstWorld to carry out the purposes of its installation,
maintenance and operation in such Building, Irvine, at its option, may attempt
to remedy such problem within sixty (60) days, or any such period deemed
reasonable under the circumstances, after written notice thereof. In the event
that Irvine either (a) elects not to attempt to cure or remedy such a problem,
or (b) fails to provide adequate remedy within such sixty (60) day period, or
any such period deemed reasonable under the circumstances, FirstWorld may
terminate the License as to such Building upon thirty (30) days' prior written
notice to Irvine. FirstWorld shall have no obligation to provide service to
Customers of or Users in such Building or to undertake repairs or replacement of
its Equipment in such Building during any period in which Irvine is attempting
to remedy such problem. Payment of License Fees shall be abated equitably
following such damage or condemnation based upon the

extent to which such damage or condemnation has interfered with FirstWorld's
ability to provide Network services to the Building.

COVENANTS OF IRVINE

9. 1. RIGHT-OF-WAY. In connection with the License, Irvine hereby
agrees to permit FirstWorld to enter upon such portions of the real property
owned by Irvine within the Spectrum Service Area and any Additional Areas from
time to time and not leased to third parties (unless FirstWorld obtains the
consent of such third parties to such entry), or into such easement areas as to
which easements are held by Irvine which permit Irvine to allow a third party
access over the same, as may be designated by Irvine from time to time upon
request by FirstWorld for such entry, for the purposes of installing,
maintaining, operating, repairing, replacing and augmenting conduit, cable and
the Irvine Networks for the purpose of connecting any Building to an Irvine
Network. To the extent that Irvine is permitting FirstWorld to utilize easement
rights held by Irvine, FirstWorld agrees to be bound by the terms and conditions
of said easements, insofar as they pertain to FirstWorld's utilization of the
same. FirstWorld agrees not to unreasonably interfere with any use of real
property as to which Irvine permits such entry by the owner, lessee or occupant
thereof.

9. 2. PERIODIC NOTICES. From time to time during the Term, Irvine
may, or upon written request from FirstWorld made no more frequently than once
each quarter Irvine shall, give FirstWorld written notice identifying (i) all
Buildings then under construction by or for and owned by Irvine in the Spectrum
Service Area and any Additional Area then added to the Conduit Lease and (ii)
any Buildings owned by Irvine in the Spectrum Service Area and any Additional
Area then added to the Conduit Lease as to which substantial completion of
construction has occurred, in each case, since the date any Building was last
added to or removed from this Agreement pursuant to the terms hereof. The
Parties shall endeavor from time to time to execute an Addition Memorandum in
the form of Appendix 6 hereto to specify all Buildings which have been added to
or removed from this Agreement and the effective date of such addition or
removal, provided, however, that no failure by the Parties to execute an
Addition Memorandum shall invalidate any addition to or removal of a Building
under this Agreement.

9. 3. ELECTRIC UTILITIES. Irvine shall use all reasonable efforts
to notify FirstWorld in advance of any planned utility outages which may
interfere with FirstWorld's use, provided that Irvine shall incur no liability
to FirstWorld for any failure to provide such notice. It is understood that
neither Irvine nor FirstWorld has any obligation or responsibility to provide
emergency or "back-up" power to FirstWorld, and that it is solely within
FirstWorld's determination whether it elects to provide emergency or "back-up"
power at its expense in any Building.

10.

EQUIPMENT; SURRENDER OF LICENSE

10. 1. EQUIPMENT AND REMOVAL. Except as otherwise set forth in
this Article 10 and except for Irvine's rights to obtain title to the Equipment
pursuant to Article 12, the Equipment shall at all times be and remain the
property of FirstWorld and installation of the Equipment in any Building shall
not cause the same to become the property of Irvine. Upon the termination of
this Agreement (or, if sooner, of the License as to a particular Building), and
except as otherwise provided in Sections 10.2 and 10.3 below, FirstWorld will
elect either to (a) remove all Equipment and FirstWorld's personal property from
the Buildings (or from particular Buildings, if the License is terminated only
as to such Buildings) and repair all damage caused by such removal at its sole
cost and expense which removal shall occur within ninety (90) days after such
termination; or (b) leave in place any or all of the Equipment installed in the
Buildings by FirstWorld, in which event the same shall become the property of
Irvine following termination of this Agreement (or the earlier termination of
the License as to any Building). Any property not removed within ninety (90)
days after the termination of this Agreement shall be deemed the property of
Irvine.

10. 2. OPTION TO PURCHASE. On or before the date which is one (1)
year prior to the expiration of the Term, or as soon as reasonably possible
prior to any earlier termination of this Agreement, FirstWorld shall notify
Irvine whether FirstWorld intends to remove all of its Equipment from the
Buildings at the expiration of the Term or such earlier termination, or whether
it intends to leave the Equipment in place at the expiration of the Term. If
FirstWorld notifies Irvine that FirstWorld intends to remove all of its
Equipment from the Buildings at the expiration of the Term or such earlier
termination, then such notice shall also specify FirstWorld's determination of
the fair market value of the Equipment, and within thirty (30) days after
Irvine's receipt of such notice Irvine may by notice given to FirstWorld elect
to purchase the Equipment from FirstWorld at the expiration of the Term or
earlier termination of this Agreement for the fair market value of the same.
Any failure by Irvine to give notice of such election to purchase within such
thirty (30) day period, shall be deemed Irvine's election to not purchase the
Equipment from FirstWorld. Any notice from Irvine that it elects to purchase
the Equipment from FirstWorld shall specify whether Irvine agrees with
FirstWorld's determination of the fair market value of the Equipment. If Irvine
does not agree with FirstWorld's determination of the fair market value of the
Equipment, Irvine shall specify its own determination of such fair market value
and the Parties shall thereafter attempt to reach agreement on such fair market
value for a period of thirty (30) days after FirstWorld's receipt of Irvine's
notice that it elects to purchase the Equipment. In the event the Parties are
unable to agree upon the fair market value of the Equipment within such thirty
day period, the fair market value shall be determined by arbitration in
accordance with the provisions of Article 20, below, provided, however, that in
no event shall the fair market value of the Equipment be more than the value
specified by FirstWorld in its initial notice to Irvine or less than the value
specified by Irvine in its notice of election to purchase the Equipment.

10. 3. RENTAL OF EQUIPMENT. Notwithstanding the foregoing, if
FirstWorld desires to remove the Equipment from the Buildings at the expiration
of the Term or any earlier termination of this Agreement, and Irvine does not
elect to purchase the Equipment in accordance with the provisions of Section
10.2, above, then Irvine shall have the right (but not the obligation) upon
reasonable notice to FirstWorld to rent the Equipment from FirstWorld for the
fair market rental value thereof for a period commencing upon, and not to exceed
ninety (90) days after, the expiration of the Term or such earlier termination
of this Agreement, in which case, the obligation

of FirstWorld to remove the Equipment from the Buildings within ninety (90) days
after the expiration of the Term shall be extended for a period of time equal to
the period of time for which Irvine rents the Equipment from FirstWorld pursuant
to this Section 10.3. If the Parties are not able to agree upon the fair market
rental value of the Equipment for such period, the same shall be determined by
arbitration in accordance with Article 20, below.

11.

FINANCING

11. 1. FINANCING NOT PROHIBITED TRANSFER. Subject to and in
accordance with the terms and provisions of this Article 11, and notwithstanding
anything in this Agreement to the contrary, FirstWorld shall have the right,
without Irvine's consent, to encumber the Equipment, this Agreement and
FirstWorld's interest in the License (or a portion of the foregoing) as security
for any Financing and to file or record any Financing Encumbrance given by
FirstWorld as security for any Financing. None of the following shall be deemed
to constitute a Transfer of FirstWorld's rights under this Agreement or to
otherwise violate any provision of this Agreement prohibiting the assignment,
encumbrance, or other transfer of this Agreement or FirstWorld's rights
hereunder: (a) FirstWorld's making of a Financing Encumbrance as security for
any Financing; (b) any sale of this Agreement and of FirstWorld's interest in
the License in any proceedings for the foreclosure of any Financing Encumbrance;
(c) any assignment, transfer or conveyance to Lender in lieu of such foreclosure
(or to a Lender's designated purchaser or assignee which is a Permitted
Assignee); or (d) any sale of this Agreement and of FirstWorld's interest in the
License by Lender following Lender's acquisition of the same in any proceedings
for the foreclosure of any Financing Encumbrance, so long as such sale is to a
Person (a "Permitted Assignee"): (i) which is not insolvent or the subject of
any bankruptcy proceeding for reorganization or liquidation or (ii) with which
Irvine does not have material litigation pending. Irvine shall recognize any
purchaser of FirstWorld's interests under this Agreement pursuant to a
foreclosure sale under a Financing Encumbrance, any transferee of FirstWorld's
interests under this Agreement under an assignment in lieu of foreclosure, or,
if the Lender should be such purchaser or assignee, a direct transferee of
Lender that is a Permitted Assignee.

11. 2. COOPERATION WITH LENDER REQUIREMENTS.

11. 2. 1. Irvine acknowledges that any Lender may require,
among other things, certain protections and agreements from FirstWorld and
Irvine, anticipated to include, without limitation, the following:

(a) Security interests in all Equipment,
furniture, fixtures and other tangible and intangible property owned by
FirstWorld and incorporated into or used in connection with the Irvine Networks;
collateral assignments of all major construction and consulting contracts;
collateral assignments of FirstWorld's contracts with Customers and Users and
the rights to receive revenue thereunder; and collateral assignments of
FirstWorld's bank accounts, accounts receivable and other similar collateral
relating to the Irvine Networks.

(b) The creation of sinking funds and
reserves, the maintenance of specified financial ratios, and other similar
covenants with respect to the

development and operation of the Irvine Networks that would commonly be required
in connection with non-recourse financing.

(c) That Irvine agree (i) to recognize such
Lenders and their successors, following a foreclosure on a Financing Encumbrance
or an assignment in lieu of foreclosure, as parties having the rights and
obligations of FirstWorld under this Agreement, in the event such Lenders and
their successors elect to assume FirstWorld's rights and obligations hereunder,
and (ii) in the event of such an assumption, that such Lenders and their
successors, following a foreclosure on a Financing Encumbrance or an assignment
in lieu of foreclosure, will not be obligated to cure any of FirstWorld's
non-monetary defaults arising prior to the foreclosure which are not reasonably
capable of being cured.

11. 2. 2. Irvine agrees to cooperate in good faith with
FirstWorld's efforts to obtain Financing. In particular, if required by a
Lender, Irvine agrees to enter into one or more commercially reasonable
agreements with one or more Lenders containing or permitting the provisions
contemplated pursuant to Section 11.2.1, and which may reflect that the Lenders
may succeed to the rights of FirstWorld hereunder. FirstWorld shall reimburse
Irvine for Irvine's costs, including attorney's fees, incurred in connection
with the review and negotiation of any such agreements with Lenders if Irvine is
requested to review more than one such agreement in any calendar year. Irvine
shall not, however, be required to consent to any provision that would obligate
Irvine to repay or be liable for any cost related to any Financing. Irvine's
obligations under any such agreement with any Lender shall be considered
material obligations of this Agreement enforceable by FirstWorld against Irvine
as if fully set forth herein. Irvine agrees that all information regarding the
Lenders and their relationship with FirstWorld shall constitute Pre-Authorized
Confidential Information. Irvine's failure to enter into any such agreement
shall not limit or in any way adversely affect the rights of any Lender pursuant
to this Article 11.

11. 2. 3. Any Lender, by acceptance of any Financing
Encumbrance, agrees that it accepts the same subject to the rights of Irvine
pursuant to Article 12, below. Any agreements entered into with any Lenders
pursuant to Section 11.2.2., above, if any, shall contain provisions for the
benefit of Irvine acknowledging and confirming the rights of Irvine pursuant to
the provisions of Article 12, below, and that such Lender's rights in and to the
License, shall be subordinate to Irvine's rights to the Equipment as set forth
in this Agreement upon the expiration of this Agreement or any earlier
termination of the License.

11. 3. NOTICE OF FINANCING. If FirstWorld enters into any
Financing Encumbrance(s), then the Lender(s) thereunder shall be entitled to the
Lender protections provided for under this Agreement only from and after such
time as FirstWorld or such Lender has given Irvine written notice of the name
and address of such Lender, accompanied by a copy of the executed Financing
Encumbrance. Irvine shall, upon request, acknowledge receipt of the name and
address of any Lender (or proposed Lender). Any Lender shall provide Irvine
written notice of any change in its address.

11. 4. NOTICE OF DEFAULT AND LENDER'S CURE RIGHTS. If Irvine
shall give any notice of default or breach under this Agreement, then Irvine
shall (provided that Irvine has received notice of a Financing Encumbrance
pursuant to Section 11.3 hereof) at the same time and by the same means give a
copy of such notice to the Lender, which notice shall describe in

reasonable detail the alleged default. Upon receiving any notice of a default,
any Lender shall have the same cure period granted to FirstWorld under this
Agreement, plus (so long as such Lender is not an Affiliated Lender) the
additional time provided for below, within which to take (if such Lender so
elects) whichever of the actions set forth below shall apply with respect to the
default described in such notice of default (such actions, "Lender's Cure," and
a Lender's rights to take such actions, "Lender's Cure Rights"):

11. 4. 1. In the case of a monetary default the Lender shall
be entitled (but not required) to cure such default within a cure period
following notice of such default consisting of the cure period allowed to
FirstWorld under this Agreement plus (so long as such Lender is not an
Affiliated Lender) an additional period of twenty (20) days.

11. 4. 2. In the case of any non-monetary default that a
Lender is reasonably capable of curing without obtaining possession of the
Equipment or FirstWorld's rights under this Agreement (other than a non-monetary
default that is not reasonably susceptible of being cured by a Lender, such as a
bankruptcy of FirstWorld), the Lender shall be entitled, but not required, to:
(a) within a period following notice of such default consisting of the cure
period allowed to FirstWorld under this Agreement plus (so long as such Lender
is not an Affiliated Lender) an additional period of thirty (30) days, advise
Irvine of Lender's intention to take all reasonable steps necessary to remedy
such non-monetary default; and (b) cure the same within such period or; (c) if
the same is not reasonably susceptible of being cured within such period, duly
commence the cure of such non-monetary default within such extended period and
thereafter diligently prosecute to completion the cure of such non-monetary
default and complete such cure within a reasonable time under the circumstances,
subject to Unavoidable Delay (other than the inability of Lender to obtain
possession of the Equipment or FirstWorld's rights under this Agreement).

11. 4. 3. In the case of a non-monetary default that is not
reasonably susceptible of being cured by a Lender without obtaining possession
of the Equipment or FirstWorld's rights under this Agreement the Lender shall be
entitled (but not required) to do the following, so long as, with respect to any
defaults other than those referred to in this Section 11.4.3, such Lender has
exercised or is exercising the applicable Lender's Cure Rights as defined in
this Agreement:

(a) At any time within sixty (60) days after
notice of default, Lender shall be entitled to: (i) institute proceedings to (A)
obtain possession of the Equipment or FirstWorld's rights under this Agreement
as mortgagee (including possession by a receiver), or (B) acquire the Equipment
or FirstWorld's rights under this Agreement by foreclosure proceedings or
otherwise or (ii) unless the Lender is an Affiliated Lender, commence
negotiations for an assignment in lieu of foreclosure, and (subject to any stay
in any proceedings involving the bankruptcy, insolvency, or reorganization of
FirstWorld or the like, or any injunction, unless such stay or injunction is
lifted), prosecute the same or any combination of the same to completion with
commercially reasonable diligence subject to Unavoidable Delay, for a period not
to exceed a total of three hundred sixty (360) days.

(b) Upon obtaining possession of the Equipment or FirstWorld's rights under
this Agreement (before or after expiration of any otherwise applicable

cure period), Lender shall be entitled (but not required) to commence and
proceed with reasonable diligence and reasonable continuity to cure such non-
monetary defaults as are then reasonably susceptible of being cured by such
Lender, subject to Unavoidable Delay.

11. 4. 4. In addition to the foregoing Lender's Cure Rights,
during any period following Irvine's notice of default, any Lender shall have an
additional period of ninety (90) days beyond the time in which FirstWorld would
be obligated to act, to take any action to install Equipment or to provide
service to any Customer who requests or has requested service as may then be
required under this Agreement. No provision of this Section 11.4.4 shall be
construed to relieve or delay FirstWorld's obligations hereunder to install
Equipment or provide service.

So long as the time period for a Lender to exercise Lender's Cure Rights with
respect to a non-monetary default by FirstWorld has not expired (and provided
that all monetary defaults are cured within Lender's cure period provided for
under this Agreement), Irvine shall not terminate this Agreement or such
Lender's right to cure a default or obtain title to the License, provided,
however, that Irvine shall be permitted to proceed to seek damages on account of
such default from FirstWorld. A Lender shall not be required to continue to
exercise Lender's Cure Rights if and when the default that such Lender was
attempting to cure shall have been cured. Upon such cure and the cure of any
other defaults in accordance with this Agreement, this Agreement shall continue
in full force and effect as if no default(s) had occurred. Nothing in the
Lender protections provided for in this Agreement shall be construed to either
(i) extend the Term beyond the expiration date provided for in this Agreement
that would have applied if no default had occurred or (ii) require any Lender to
cure any default by FirstWorld that is not reasonably capable of being cured by
the Lender (such as a bankruptcy of FirstWorld) in order to preserve its rights
under this Agreement.

11. 5. OBLIGATIONS OF LENDER AND SUCCESSORS. No Lender,
in the exercise of its rights under this Agreement, shall solely on account
of such exercise be deemed to be an assignee or transferee of FirstWorld, or
mortgagee in possession of the License, so as to require such Lender to
assume or otherwise be obligated to perform any of FirstWorld's obligations
under this Agreement except when, and then only for matters accruing while,
such Lender has entered into possession of the License in the exercise of its
remedies under a Financing Encumbrance (as distinct from its rights under
this Agreement to cure any Events of Default or exercise Lender's Cure
Rights). Except for pre-existing uncured monetary defaults of FirstWorld,
which any Lender (or purchaser at foreclosure sale) shall be obligated to
cure upon becoming the owner of FirstWorld's rights hereunder, no Lender (or
purchaser at a foreclosure sale held pursuant to a Financing Encumbrance)
shall be liable under this Agreement unless and until such time as it
becomes, and in the case of the Lender only for matters accruing while it
remains, the owner of the License or FirstWorld's rights hereunder after
foreclosure or an assignment in lieu thereof. During such time, and for
matters accruing while any Lender is the owner of FirstWorld's rights
hereunder, Lender shall be fully liable and responsible for all obligations
under the terms and provisions of this Agreement. Except as to pre-existing
uncured monetary defaults of FirstWorld, which any purchaser shall be
obligated to cure, any purchaser from a Lender after the Lender's foreclosure
or acceptance of an assignment in lieu of foreclosure shall only be liable

under this Agreement from and after the time it becomes the owner of the
interests of FirstWorld in and to the License under this Agreement.

11. 6. LENDER PROTECTIONS.

11. 6. 1. No voluntary cancellation, termination, surrender,
acceptance of surrender, or abandonment, of this Agreement, nor any amendment or
modification adversely affecting a Lender's rights under this Article 11, shall
bind a Lender (other than an Affiliated Lender) if done without notice to and
the written consent of such Lender.

11. 6. 2. Any Lender shall have the right, but not the
obligation, to take possession of the License and to perform any obligation of
FirstWorld under this Agreement and to remedy any default by FirstWorld. Irvine
shall accept performance by or at the instigation of a Lender in fulfillment of
FirstWorld's obligations, for the account of FirstWorld and with the same force
and effect as if performed by FirstWorld.

11. 6. 3. A Lender shall in no event be required to cure or
commence to cure any default (if such default is provided for in this Agreement)
consisting of FirstWorld's failure to satisfy or discharge any lien, charge, or
encumbrance affecting the License or this Agreement junior in priority to the
lien of the Financing Encumbrance held by such Lender.

11. 6. 4. Any payment made by a Lender to Irvine to cure any
claimed default shall be deemed to have been made without prejudice to
FirstWorld's or the Lender's recovery of such payment if Irvine's claim of a
default shall be determined by a court of competent jurisdiction to have been
erroneous.

11. 6. 5. Any Lender may exercise its rights under this
Agreement, or perform any action permitted to be taken by a Lender under this
Agreement, through an agent.

11. 6. 6. If more than one Lender desires to exercise Lender's
Cure Rights or if more than one Lender desires to exercise any other right or
privilege provided for Lenders under this Agreement, then the Party against whom
such rights or privileges are to be exercised shall be required to recognize
either: (a) only the Lender that desires to exercise such right or privilege and
whose Financing Encumbrance is most senior in lien (as against other Financing
Encumbrances of Lenders desiring to exercise such rights) or (b) such other
Lender, as has been designated in writing by all Lenders, to exercise such right
or privilege. In such case, Irvine shall be provided joint written instructions
of all Lenders of the priority of Financing Encumbrances.

11. 7. REMEDIES. No Financing Encumbrance shall encumber or in any
other way limit or restrict Irvine's rights and remedies under this Agreement
except as expressly provided in this Agreement.

11. 8. NEW AGREEMENT. In the event that this Agreement or any
portion hereof is irrevocably rejected by a trustee or debtor-in-possession in
any bankruptcy or insolvency proceeding, Irvine agrees that it will, upon the
request of the Lender whose Financing Encumbrance is most senior (as evidenced
by the notice required under Section 11.6.6, above) execute and deliver to such
senior Lender, a new agreement containing the same covenants,

agreements, terms, provisions and limitations set forth in this Agreement and
for a term equal to the then remaining Term hereof, so long as such Lender prior
to or concurrently with Irvine's execution and delivery of such new agreement:
(a) executes and delivers to Irvine a counterpart or counterparts of such new
agreement and agrees to be bound under the covenants, agreements, terms,
provisions and limitations thereof; (b) provides Irvine with such assurances as
Irvine may reasonably require confirming that this Agreement has been
irrevocably rejected and that no trustee in bankruptcy, debtor in possession,
other Lender, or FirstWorld or any of its Affiliates will assert the continuing
effectiveness and enforceability of this Agreement; (c) cures any then existing
monetary defaults under this Agreement through the effective date of such new
agreement; (d) agrees to indemnify Irvine or provide Irvine with such other
assurances as may be reasonably satisfactory to Irvine that such Lender is the
Lender whose Financing Encumbrance is most senior; and (e) reimburses Irvine for
its reasonable attorneys' fees in connection with entering into such new
agreement.

11. 9. CONCURRENT EXERCISE. Notwithstanding any contrary
provisions of this Article 11, any Lender exercising any of its rights under
this Article 11 with regard to any Financing Encumbrance, must concurrently
exercise its rights under Article 13 of the Conduit Lease with regard to the
same Financing Encumbrance, it being the intent of the Parties that in order to
succeed to the rights of FirstWorld under this Agreement, a Lender must also
succeed to the rights of FirstWorld under the Conduit Lease and that a Lender
may not receive the benefits of this Agreement separately from the benefits and
burdens of the Conduit Lease.

12.

IRVINE CURE RIGHTS

12. 1. PURPOSE. Irvine desires to assure, to the extent feasible,
that (a) the Equipment installed by FirstWorld in connection with the Irvine
Networks remains in place and is not removed by Lender while Irvine exercises
its remedies for a default under a Financing Encumbrance or this Agreement in
the manner described in Section 12.4, or (b) that Irvine may effectively acquire
the Equipment by paying the outstanding obligations under the Financing to the
extent provided under Section 12.5, below, and thereafter foreclosing the
Financing Encumbrance.

12. 2. NOTICE OF DEFAULT. Concurrently with the giving of any
notice of any default, breach or event of default under any Financing
Encumbrance (including, without limitation, any notice of acceleration of
foreclosure of the Financing Encumbrance for any reason) to FirstWorld, or to
the party obligated thereunder if it is not FirstWorld, the Lender shall at same
time and by the same means provide a copy of such notice to Irvine at Irvine's
address for notices set forth in this Agreement, which notice shall describe in
reasonable detail the alleged default. Irvine shall provide any Lender with
written notice of any change in its address. FirstWorld agrees to provide to
Irvine a copy of any notice of change of address received by FirstWorld from any
Lender, provided, however, that no failure by FirstWorld to provide Irvine a
copy of such notice shall adversely affect the rights of a Lender pursuant to
Article 11, above.

12. 3. PRIORITY OF CURE RIGHTS. In any case where FirstWorld is in
default, has breached or there is any Event of Default, under both this
Agreement and any Financing

Encumbrance, and both Lender and Irvine would therefore have the right to
exercise their respective Cure Rights hereunder, then, notwithstanding any
contrary provision of this Agreement:

12. 3. 1. So long as the Lender is operating or causing
FirstWorld or a third party to operate the Irvine Networks and is exercising
Lender's Cure Rights pursuant to Section 11.4, above (a) Irvine shall not be
entitled to terminate this Agreement or to exercise any of Irvine's Cure Rights
and (b) the Lender's Cure Rights shall be absolutely and unconditionally prior
and superior to Irvine's Cure Rights and Lender shall be entitled to exercise
the Lender's Cure Rights and its rights and remedies under its Financing
Encumbrance and other loan documents without any direct or indirect delay,
interference, impairment or prohibition by Irvine.

12. 3. 2. If (a) the Lender is exercising the Lender's Cure
Rights under Section 11.4, above, and is acting diligently to prosecute the same
to completion, or (b) the time period for exercising Lender's Cure Rights or
commencing to exercise Lender's Cure Rights pursuant to Section 11.4 above, has
not yet expired, and (c) in either such case, the Lender is not operating or
causing FirstWorld or a third party to operate the Irvine Networks, then Irvine
shall not be entitled to terminate this Agreement, but may exercise Irvine's
Cure Rights, provided that in the event of any conflict or inconsistency between
Irvine's Cure Rights and the Lender's Cure Rights, the Lender's Cure Rights
shall be superior to Irvine's Cure Rights, but only to the extent of such
conflict or inconsistency. During any such period, the Lender shall be entitled
to exercise the Lender's Cure Rights and its rights and remedies under its
Financing Encumbrance and other loan documents without any direct or indirect
delay, interference, impairment or prohibition by Irvine, except to the extent
reasonably necessary to permit Irvine to exercise Irvine's Cure Rights.

12. 3. 3. If the Lender fails to commence to exercise the
Lender's Cure Rights within the time periods set forth in Section 11.4, above,
or after commencing the same fails to diligently prosecute the same (including
without limitation, the Lender's failure to diligently prosecute any proceeding
to obtain possession of the Leased Premises or to acquire the Leased Premises by
foreclosure, if applicable), then Irvine shall have the right upon five (5)
business days notice to Lender to exercise Irvine's Cure Rights or to enforce
against FirstWorld all of Irvine's rights and remedies for a default under this
Agreement, or both, as Irvine may elect in its sole and absolute discretion, and
without any direct or indirect delay, interference, impairment or prohibition by
Lender.

12. 4. IRVINE'S CURE RIGHTS. Subject to and in accordance with the
terms and provisions of this Article 12, upon receiving any notice of a default
under a Financing Encumbrance, Irvine shall have the right, but not the
obligation, to cure FirstWorld's default within the same cure period granted to
FirstWorld under such Financing Encumbrance, plus the additional time provided
for below, and the Lender thereunder shall accept such cure (such actions,
"Irvine's Cure," and Irvine's rights to take such actions, "Irvine's Cure
Rights"):

12. 4. 1. In the case of a monetary default, Irvine shall be
entitled (but not obligated) to cure such default within a cure period following
notice of such default consisting of the cure period allowed to FirstWorld (or
any other obligor under such Financing Encumbrance if FirstWorld is not the
obligor thereunder) plus an additional period of twenty (20) days; provided,
however, that if the Lender is in a position to conduct a foreclosure sale in

connection with such default prior to the expiration of said twenty (20) day
period, then Irvine's additional cure period (i.e., in addition to the cure
period allowed FirstWorld) shall be shortened from twenty (20) days to the
greater of ten (10) days or the number of days within said twenty (20) day
period prior to the date on which the Lender is in a position to conduct a
foreclosure sale.

12. 4. 2. In the case of any non-monetary default that Irvine
is reasonably capable of curing, Irvine shall be entitled (but not obligated) to
cure such default within a period following notice of such default consisting of
(a) the cure period allowed to FirstWorld (or any other obligor under such
Financing Encumbrance if FirstWorld is not the obligor thereunder) under such
Financing Encumbrance plus an additional thirty (30) days, or (b) if the default
is not reasonably susceptible of being cured within said thirty (30) day period,
to duly commence the cure of such non-monetary default within said thirty (30)
day period and thereafter diligently prosecute to completion the cure of such
non-monetary default and complete such cure within a reasonable time under the
circumstances, not to exceed a total of ninety (90) days after the date a notice
of such default was delivered to Irvine. Notwithstanding the foregoing, if the
Lender is in a position to conduct a foreclosure sale in connection with such
non-monetary default prior to the expiration of said thirty (30) or ninety (90)
day period, as applicable, then Irvine's additional cure period (i.e., in
addition to the cure period allowed FirstWorld) shall be shortened from thirty
(30) days or ninety (90) days, as applicable, to the greater of ten (10) days or
the number of days within said thirty (30) or ninety (90) day period prior to
the date on which the Lender is in a position to conduct a foreclosure sale.

12. 4. 3. In the event that Irvine makes any payment to Lender
or otherwise expends any funds to cure any claimed default by FirstWorld under a
Financing, then FirstWorld shall be obligated upon Irvine's demand to reimburse
Irvine for all sums so expended by Irvine (including any premium over par paid
in connection with a partial release of the Irvine Network from the lien of the
Financing Encumbrance which affects any Networks in addition to Irvine Networks,
as provided in Section 12.5.1, but excluding amounts expended in connection with
Irvine's purchase of the Financing at par pursuant to Section 12.5), together
with interest at an interest rate of *** percent ( *** %) per annum, but in no
event to exceed the maximum rate permitted by law, from the date Irvine made any
payment or otherwise expended funds through the date of reimbursement.

Any payment made by Irvine to a Lender to cure any claimed
default shall be deemed to have been made without prejudice to FirstWorld's or
Irvine's recovery of such payment if such Lender's claim of a default shall be
determined by a court of competent jurisdiction to have been erroneous.

12. 5. PURCHASE OF FINANCING ENCUMBRANCE; SUBROGATION. In addition
to Irvine's Cure Rights as described in Section 12.4, upon receiving a notice of
default under a Financing Encumbrance, Irvine shall have the right to pay the
Financing Encumbrance (or the portion thereof determined as provided in Section
12.5.1 where the Financing which is secured by

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

the Financing Encumbrance is secured by assets of the obligor in addition to the
Irvine Networks) in full (including, without limitation, unless Lender is an
Affiliated Lender, any premium over par payable for a partial release as
provided in Section 12.5.1, late charges, default interest, default costs,
prepayment penalties, and other fees and charges imposed by the Lender), and in
connection therewith to be subrogated to and receive an assignment by Lender to
Irvine of the rights of the Lender against FirstWorld, including the rights of
the Lender under its Financing Encumbrance. Thereafter, Irvine shall be free to
enforce its remedies as holder of the Financing, including foreclosure of the
Financing Encumbrance.

12. 5. 1. Any Financing Encumbrance which is given by
FirstWorld after the date of this Agreement to secure Financing which encumbers
any Networks in addition to Irvine Networks shall contain provisions permitting
the release of the Irvine Network from the lien of the Financing Encumbrance
upon payment of not more than *** % of those portions of the Financing allocable
to the Irvine Networks.

12. 5. 2. Irvine shall have the right (but not the obligation)
to negotiate with any Lender for an intercreditor agreement which would contain
provisions allowing Irvine to obtain, or to cause a third party who will provide
telecommunication service on the Irvine Networks and to whom Irvine may assign
its cure rights as contemplated by this Article 12 to obtain, financing for
Irvine's or said third party's acquisition of the Financing Encumbrance (or the
portion thereof determined as provided in Section 12.5.1) pursuant to Section
12.5, so long as Irvine or such assignee of Irvine is approved by Lender based
upon Lender's completion of its normal underwriting procedures. In such event:
(a) FirstWorld does not represent, warrant or guarantee that such Lender will
negotiate with Irvine or accept any of Irvine's proposals; (b) successful
completion of such negotiations shall not be a condition precedent, condition
concurrent or condition subsequent to any rights of FirstWorld or obligations of
Irvine under this Agreement, nor shall Irvine's failure to reach agreement with
such Lender constitute a default, or entitle Irvine to any remedy, hereunder;
(c) Irvine shall negotiate in good faith and shall not interfere with or in any
manner delay the closing by FirstWorld or any affiliate of FirstWorld of any
Financing; and (d) if Irvine is unsuccessful in negotiating any intercreditor
agreement, then Irvine shall have only the rights set forth in this Agreement,
and no other rights.

12. 6. RIGHT TO BID AT FORECLOSURE SALE. In the event of
foreclosure of a Financing Encumbrance, Irvine shall be entitled to bid at such
sale on the same terms as, and without any priority or preference over, any
other third person bidder.

13.

DEFAULTS; REMEDIES

13. 1. EVENTS OF DEFAULT. The occurrence of any one or more of the
following shall be deemed to be an event of default ("Event of Default") by a
Party in the performance of its duties and obligations arising under this
Agreement.

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

13. 1. 1. A Party breaches or defaults in the performance of
any of such Party's duties or obligations arising under this Agreement involving
the payment of money, and after receiving written notice thereof from the other
Party, fails within ten (10) days from receipt of such notice to have fully
cured and corrected such breach or default.

13. 1. 2. A Party breaches or defaults in the performance of
any of such Party's material duties or obligations arising under this Agreement
that do not involve the payment of money, and after receiving written notice
thereof from the other Party, fails within thirty (30) days from receipt of such
notice (or such longer time as may reasonably be required to cure the default so
long as the defaulting Party commences to cure such failure within such thirty
(30) day period and diligently prosecutes such cure to completion) to have fully
cured and corrected such breach or default;

13. 1. 3. A Party makes an assignment of its rights hereunder
for the benefit of its creditors.

13. 1. 4. The filing by or against a Party of a petition to
have a Party adjudged a Chapter 7 debtor under the Bankruptcy Code or to have
debts discharged or a petition for reorganization or arrangement under any law
relating to bankruptcy (unless, in the case of a petition filed against a Party,
the same is dismissed within thirty (30) days).

13. 1. 5. A Person (other than the other Party) obtains an
order or decree in any court of competent jurisdiction enjoining or prohibiting
a Party from substantially performing its obligations under this Agreement, and
such decree is not vacated within sixty (60) days after the granting thereof.

13. 1. 6. All or substantially all of the assets of a Party
are assumed by a trustee or other Person pursuant to a judicial proceeding,
unless possession or control of its assets is returned to such Party within
sixty (60) days.

13. 1. 7. Any representation, warranty, certification or
statement made in this Agreement by a Party shall prove to have been incorrect
in any material respect when made.

Any Event of Default by a Party of its obligations under the
Conduit Lease.

13. 2. WAIVER. No waiver of any Event of Default shall be valid or
effective unless in writing and signed by the waiving Party. Any waiver of any
one Event of Default shall not constitute, or be construed as creating, a waiver
of any other Event of Default.

13. 3. REMEDIES. Upon the occurrence of an Event of Default, then,
subject to the rights of Lenders under Articles 11 and 12, the non-defaulting
Party shall have all remedies available at law or in equity, except as
specifically provided herein. Such remedies shall include, without limitation:

13. 3. 1. The non-defaulting Party may terminate this
Agreement. Upon such termination the terminating Party shall be entitled to
recover from the breaching or

defaulting Party, all damages proximately caused by such breach or default,
except as otherwise limited pursuant to the terms of this Agreement.

13. 3. 2. The non-defaulting Party shall not be under any
obligation to observe or perform any covenant of this Agreement on its part to
be observed or performed which accrues after the date of any default by the
other Party unless and until the default is cured by the defaulting Party, other
than those provisions which are for the benefit of any Lender.

13. 3. 3. No delay or omission of either Party to exercise any
right or remedy shall be construed as a waiver of the right or remedy or of any
default. The acceptance by Irvine of License Fees or any other sums payable
hereunder shall not be a (i) waiver of any preceding breach or default by
FirstWorld of any provision of this Agreement, other than the failure of
FirstWorld to pay the particular License Fee or other sums accepted, regardless
of Irvine's knowledge of the preceding breach or default at the time of
acceptance of the same, or (ii) a waiver of Irvine's right to exercise any
remedy available to Irvine by virtue of the breach or default. The acceptance
of any payment from a debtor in possession, a trustee, a receiver or any other
Person acting on behalf of a Party or its estate shall not waive or cure a
default under this Agreement. No payment by FirstWorld or receipt by Irvine of a
lesser amount than the sums required by this Agreement shall be deemed to be
other than a partial payment on account of the earliest due License Fees or
other sums, nor shall any endorsement or statement on any check or letter be
deemed an accord and satisfaction and Irvine shall accept the check or payment
without prejudice to Irvine's right to recover the balance of the License Fees
or other sums or pursue any other remedy available to it. No act or thing done
or not done by FirstWorld or Irvine or their agents during the Term shall be
deemed a surrender or an acceptance of surrender of the License, and no
agreement to accept a surrender shall be valid unless in writing and signed by
Irvine and consented to by each Lender.

13. 4. LATE PAYMENTS. Any License Fees or other sums due under
this Agreement that are not paid to Irvine within five (5) days of the date when
due shall bear interest at the rate of *** % per annum, but in no event to
exceed the maximum rate permitted by law, from the date due until fully paid.
The payment of interest shall not cure any default by FirstWorld under this
Agreement. In addition, FirstWorld acknowledges that the late payment by
FirstWorld to Irvine of License Fees or other sums will cause Irvine to incur
costs not contemplated by this Agreement, the exact amount of which will be
extremely difficult and impracticable to ascertain. Those costs may include,
but are not limited to, administrative, processing and accounting charges, and
late charges which may be imposed on Irvine by the terms of other agreements to
which Irvine is a party. Accordingly, if any License Fees or other sums due
from FirstWorld shall not be received by Irvine or Irvine's designee within five
(5) days after the date due, then FirstWorld shall pay to Irvine, in addition to
the interest provided above, a late charge in the amount of *** Dollars ($ *** )
for each delinquent payment. Acceptance of a late charge by Irvine shall not
constitute a waiver of FirstWorld's default with respect to the overdue amount,
nor shall it prevent Irvine from exercising any of its other rights and
remedies.

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

13. 5. RIGHT TO PERFORM. All covenants and agreements to be
performed by either Party under this Agreement shall be performed at such
Party's sole cost and expense and without any abatement of payments due
hereunder or right of set-off. If either Party fails to pay any sum of money,
other than License Fees, or fails to perform any other act on its part to be
performed under this Agreement, and the failure continues beyond any applicable
grace period set forth in this Agreement, then in addition to any other
available remedies, the other Party may, at its election make the payment or
perform the other act on the part of the Party which failed to pay or perform.
Either Party's election to make a payment or perform an act on the other Party's
part shall not give rise to any responsibility of the paying or performing Party
to continue making the same or similar payments or performing the same or
similar acts. Any Party which fails to pay any sum of money or perform any act
required of it hereunder shall, promptly upon demand by the other Party,
reimburse the other Party for all sums paid by the other Party, if any, and all
necessary incidental costs, together with interest at the rate of *** % per
annum, but in no event to exceed the maximum rate permitted by law, from the
date of the payment by the other Party. Each Party shall thereafter have the
same rights and remedies for a failure to pay those amounts as it would have in
the event of a monetary default by the other Party.

13. 6. WAIVER OF JURY TRIAL. IRVINE AND FIRSTWORLD EACH
ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE
WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY
EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST
THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR
SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS AGREEMENT, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

13. 7. LIMITATION. The obligations of Irvine hereunder do not
constitute the personal obligations of the individual partners, members,
trustees, directors, officers or shareholders of Irvine. Except for the
obligations of FWC pursuant to the Guaranty to be executed and delivered by FWC
in favor of Irvine concurrently with the execution and delivery of this
Agreement, the obligations of FirstWorld hereunder do not constitute the
personal obligations of the individual partners, members, trustees, directors,
officers or shareholders of FirstWorld.

13. 8. DAMAGES LIMITATION. Neither Party shall be entitled to
recover from the other Party any award of punitive damages, or any award for
profits lost by such Party on account of the other Party's failure to perform
its obligations under this Agreement (other than the right of Irvine to recover
unpaid Rent due or Rent which would have become due under the Conduit Lease
after a breach thereof by FirstWorld). Without limiting the generality of the
foregoing, the foregoing waiver of the right to recover lost profits shall apply
(a) to any claims by FirstWorld that it lost Customers or potential Customers
due to a breach by Irvine and (b) to any claims by Irvine that it lost tenants
or potential tenants for its properties due to a breach by FirstWorld. The
foregoing limitation shall not, however, be construed as a waiver of any rights
of Irvine to recover sums expended pursuant to Section 11.3.4, above.

14.

SALE OF NETWORKS

14. 1. FIRSTWORLD'S RIGHT TO ASSIGN. FirstWorld shall not either
voluntarily or by operation of law, assign, encumber (except in accordance with
Article 11) or otherwise transfer its rights under this Agreement, or sublicense
or otherwise permit the use of the License by anyone other than FirstWorld (any
of the foregoing being a "Transfer") without the prior written consent of
Irvine, which consent shall not be unreasonably withheld or conditioned. For
purposes of this Agreement, any sale of a controlling percentage of the shares
of FirstWorld (except by or to a Lender which is not an Affiliated Lender in
connection with the enforcement by Lender of its remedies), shall be deemed to
constitute a Transfer of this Agreement. Any purported Transfer without
Irvine's consent shall be void and of no force or effect. Except to the extent
permitted under Section 14.6, below and Article 11, above, in no event shall
FirstWorld have the right to Transfer this Agreement or any of its rights
hereunder separately from the Irvine Networks and the Conduit Lease, and any
attempted transfer of this Agreement or any of FirstWorld's rights hereunder
separate from the Irvine Networks and the Conduit Lease shall be void and of no
force or effect.

14. 2. SUBMITTAL FOR CONSENT. If FirstWorld desires to Transfer
this Agreement, then unless Irvine's consent is not required hereunder for such
Transfer, FirstWorld shall notify Irvine at least thirty (30) days in advance of
the proposed Transfer and shall submit to Irvine concurrently with such notice:
(a) the name and address of the proposed transferee, (b) financial statements
for the proposed transferee, (c) a description of the proposed transferee's
business experience in the telecommunications industry, (d) a copy of the
proposed instrument effecting the Transfer and (e) such other information as
Irvine may reasonably request in connection with its review of the proposed
Transfer. Within thirty (30) days after Irvine's receipt of such information,
Irvine may consent to the proposed Transfer or disapprove of the proposed
Transfer. If Irvine disapproves of the proposed Transfer, Irvine's notice of
disapproval shall specify its reasons for disapproving of the same. Any failure
by Irvine to consent to or disapprove such Transfer within such thirty (30) day
period shall be deemed to constitute Irvine's consent to such Transfer.
FirstWorld acknowledges that this Agreement is being entered into by Irvine to
provide telecommunications service to the Spectrum, and any Additional Areas,
and that it shall be reasonable for Irvine to withhold its consent to a proposed
Transfer if Irvine reasonably determines that the proposed transferee will be
unable to provide such service at such level and quality as is then reasonably
expected by occupants of Spectrum and any Additional Areas.

14. 3. EFFECT OF TRANSFER. No Transfer, even with the consent of
Irvine, shall relieve FirstWorld of its obligations under this Agreement.
Except as provided in Article 11, each transferee of FirstWorld, shall be deemed
to assume all obligations of FirstWorld under this Agreement and shall be liable
jointly and severally with FirstWorld for the payment of all License Fees and
other sums payable hereunder, and for the due performance of all of FirstWorld's
obligations under this Agreement, except that in the case of a sublicense such
assumption shall be limited to the obligations relating to the sublicensed
Buildings. Except as provided in Article 11, no Transfer shall be binding on
Irvine unless a document memorializing the Transfer is delivered to Irvine and
both the assignee/sublicensee and FirstWorld deliver to Irvine an executed
consent to transfer instrument in a form reasonably required by Irvine and
consistent with the requirements

of this Article. The acceptance by Irvine of any payment due under this
Agreement from any other Person shall not be deemed to be a waiver by Irvine of
any provision of this Agreement or to be a consent to any Transfer. Consent by
Irvine to one or more Transfers shall not operate as a waiver or estoppel to the
future enforcement by Irvine of its rights under this Agreement.

14. 4. RIGHT OF FIRST REFUSAL. In the event that FirstWorld
desires to sell the Irvine Networks, or a direct controlling interest in
FirstWorld, Irvine shall have a continuing right of first refusal as to any such
transactions. FirstWorld agrees to provide Irvine with written notice of the
terms and provisions of any such proposed transaction. Irvine shall have
fifteen (15) days after its receipt of notice of such terms and provisions to
exercise its right of first refusal. If Irvine does not exercise the same
within such fifteen (15) day period, Irvine shall be deemed to have waived such
right as to the transaction for which notice was given, and FirstWorld shall
thereafter have the right for a period of one hundred eighty (180) days
thereafter to complete the proposed transaction at a price not less than
ninety-five (95) percent of that set forth in the notice given to Irvine and
with no material changes to other terms of the transaction which would
reasonably be considered to be monetary or financial terms of the transaction.
This right of first refusal shall not be construed to apply to any Financing or
to the pledge of FirstWorld's shares as security for a Financing, or to any
transfer by or to a Lender. Any information provided in connection with a
transaction to which this right of first refusal would apply shall be
Pre-Authorized Confidential Information, including, without limitation, any
notice of the terms and provisions of any proposed transaction. In the event
that FirstWorld intends to undertake a public offering of its shares, FirstWorld
shall have the right to notify Irvine prior to commencing efforts towards such
public offering and the parties shall for a period of thirty (30) days following
such notice attempt in good faith to negotiate a private transaction involving
the sale to Irvine of the shares of FirstWorld to be offered to the public. If
FirstWorld and Irvine are unable to negotiate such a transaction within such
thirty (30) day period, the Parties shall negotiate in good faith to establish a
procedure to apply the right of first refusal of Irvine set forth in this
Section 14.4 to the structure of the proposed public offering and shall use
their best efforts to conclude such negotiations within fifteen (15) days after
the end of such thirty (30) day period.

14. 5. PERMITTED TRANSFERS. Notwithstanding any contrary provision
of Article 14, FirstWorld shall have the right, without obtaining the prior
consent of Irvine: (a) to assign this Agreement to an Affiliate, so long as such
assignment occurs concurrently with the assignment to such Affiliate of the
Conduit Lease and all of the Irvine Networks ; (b) to assign this Agreement in
connection with a reorganization or merger, so long as concurrently with such
assignment the Conduit Lease and all of the Irvine Networks are assigned to the
same entity as this Agreement; and (c) to encumber its rights under this
Agreement in accordance with Article 11, above.

14. 6. MULTIPLE NETWORKS. FirstWorld shall have the right to
provide service to the Spectrum Service Area through a single Network or through
multiple Networks, and may provide service to any Additional Area added to this
Agreement from the Spectrum Network or from an Additional Network. If
FirstWorld elects to provide service to any portion of the Spectrum Service Area
or any such Additional Area through more than one Network, FirstWorld may need
to assign or partially assign this Agreement to a separate Affiliate formed by
FirstWorld or by FWC for such purpose. In such event, the Parties shall work
together in good faith to determine a mutually satisfactory method for partially
assigning FirstWorld's rights under this

Agreement to such Affiliate while protecting both Parties rights and obligations
hereunder. In connection with such provision of service by any Additional
Network, FirstWorld may sublicense one or more Buildings to an Affiliate formed
by FirstWorld or FWC for such purpose, provided, however, that Irvine shall be
provided a copy of any proposed sublicense prior to the execution thereof and
shall have the right to require both FirstWorld and the proposed
sublicensee/Affiliate to enter into such further agreements with regard to such
sublicense as Irvine may determine are reasonably necessary to protect its
rights under this Agreement. FirstWorld shall reimburse Irvine for Irvine's
costs, including attorneys' fees, incurred in connection with any assignment or
sublicense pursuant to this Section 14.6.

15.

TRANSFER OF BUILDINGS

15. 1. TRANSFER OF SINGLE BUILDING. Upon any sale, conveyance or
other transfer of title to any Building by Irvine, Irvine may either remove such
Building from this Agreement effective upon the date of such sale, conveyance or
other transfer, or may require FirstWorld to enter into a separate
telecommunications license agreement for such Building (an "Individual License
Agreement"). Such Individual License Agreement would provide for a License Fee
based upon the Additional License Fee Base, and shall otherwise be on a form to
be agreed to between the Parties as soon as reasonably possible after the date
of this Agreement, but no such separate Individual License Agreement shall
contain any provisions of this Article 15, Section 6.2, above, or any other
provisions of this Agreement which would be inapplicable to a single building
Individual License Agreement. Such separate agreement would be entered into
upon fifteen (15) days notice from Irvine to FirstWorld and would be effective
as of the date of any such sale, conveyance or other transfer. Any such
separate agreement may be entered into by Irvine and assigned to the purchaser
or other transferee, or at Irvine's request may be entered into directly between
FirstWorld and such purchaser or other transferee. In the event that a separate
Individual License Agreement is entered into by Irvine or by the purchaser or
other transferee upon a sale, conveyance or other transfer of any Building by
Irvine, then the Adjusted Gross Combined Revenues from such Building shall
continue to be included in the calculation of Bonus Percentage Rent under the
Conduit Lease for so long as FirstWorld is providing services to the tenants
and/or owner of such Building.

15. 2. TRANSFER OF PORTFOLIO. In the event Irvine sells, conveys
or otherwise transfers title to multiple Buildings representing a substantial
portion of the Buildings to an Affiliate, a newly formed entity or a third
party, Irvine shall have the right to partially assign this Agreement to such
Person as to the Buildings so transferred and the Parties shall work together to
determine a mutually satisfactory method for partially assigning Irvine's rights
under this Agreement to such Person while protecting both Parties rights and
obligations hereunder.

16.

INSURANCE; INDEMNIFICATION

16. 1. FIRSTWORLD INDEMNITY. FirstWorld shall indemnify, defend,
protect and hold harmless Irvine its principals, officers, directors, agents,
employees and servants from

and against any and all losses, costs, expenses, claims, liabilities and damages
(including reasonable attorneys' fees) arising directly or indirectly from (a)
the operation of the Networks, by FirstWorld or its employees, agents, or
contractors, (b) FirstWorld's breach of its obligations or representations under
this Agreement, (c) FirstWorld's exercise of any rights of entry periodically
provided to FirstWorld as contemplated by Section 9.1, above, or (d) the
construction, operation, maintenance and repair of Cable and Equipment or use of
the Equipment Space, in each of the above cases except to the extent ultimately
proved to be caused by the sole active negligence or willful misconduct of
Irvine, its employees, agents or contractors, or Irvine's breach of its
obligations, representations or warranties under this Agreement. In cases of
alleged negligence, or any alleged breach of an obligation, representation or
warranty by Irvine under this Agreement, asserted by third parties against
Irvine which arise out of, are occasioned by, or are in any way attributable to
any of the matters specified in clauses (a) through (d), above, FirstWorld shall
accept any tender of defense for Irvine and shall, notwithstanding any
allegation of negligence or willful misconduct on the part of Irvine, defend
Irvine and pay all costs, expenses and attorneys' fees incurred in connection
with such litigation, provided that FirstWorld shall not be liable for any such
injury or damage, and Irvine shall reimburse FirstWorld for the reasonable
attorneys' fees and costs incurred by FirstWorld, all to the extent and in the
proportion that such injury or damage is ultimately determined by a court of
competent jurisdiction (or in connection with any negotiated settlement agreed
to by Irvine) to be attributable to the sole active negligence or willful
misconduct of Irvine, or Irvine's breach of any its obligations, representations
or warranties under this Agreement. The provisions of this Section shall
survive termination of this Agreement.

16. 2. EXEMPTION OF IRVINE FROM LIABILITY. FirstWorld hereby
agrees that Irvine, including Irvine's officers, trustees, partners, affiliates,
directors, agents, management contractors and representatives (collectively
referred to as "Irvine's Affiliates"), shall not be liable for, and FirstWorld
hereby irrevocably waives any claim against such parties for, injury to
FirstWorld's business or loss of income therefrom or for damage to Cable and/or
Equipment or other property of FirstWorld, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, heating, ventilation, air conditioning or lighting
fixtures, or from any other cause; provided, however, that the foregoing shall
not limit Irvine's liability for a default by Irvine of an express
representation, warranty, covenant or obligation set forth in this Agreement or
the Conduit Lease or from the sole active negligence of Irvine or its employees,
agents or contractors. Irvine and Irvine's Affiliates shall not be liable for
any damage arising from any act or neglect of any other tenant of any Building.

16. 3. IRVINE INDEMNITY. Irvine shall indemnify, protect and hold
harmless FirstWorld, its principals, officers, directors, agents, employees and
servants from and against any and all losses, costs, expenses, claims,
liabilities and damages (including reasonable attorneys' fees) arising directly
or indirectly from the sole active negligence or willful misconduct of Irvine,
its employees, agents or contractors, or Irvine's breach of its obligations,
representations or warranties under this Agreement. The provisions of this
Section shall survive termination of this Agreement.

16. 4. FIRSTWORLD INSURANCE. FirstWorld shall procure and maintain
in force, or cause to be procured and maintained in force, throughout the Term
of this Agreement, the following insurance coverage:

16. 4. 1. A Commercial General Liability policy with a
combined single limit of at least *** Dollars ($ *** ) per occurrence and ***
Dollars ($ *** ) in the aggregate. Such Comprehensive General Liability policy
shall include a Broad Form Endorsement including: Broad Form Property Damage;
Contractual Liability; Products and Completed Operations; and Explosion,
Collapse and Underground.

16. 4. 2. A Business Auto Policy providing a liability limit
of at least *** Dollars ($ *** ) for each accident and covering owned and
non-owned and hired automobiles.

16. 4. 3. A Workers' Compensation and Employer's Liability
policy providing California statutory Workers' Compensation benefits, including
Employer's Liability with at least the following limits:

Bodily Injury by Accident: $ *** each accident

Bodily Injury by Disease: $ *** policy limit

Bodily Injury by Disease: $ *** each employee

In addition, each Workers' Compensation and Employer's Liability policy shall
contain an insurer's waiver of subrogation in favor of Irvine.

16. 4. 4. A Builder's Risk policy or a Course of Construction
policy providing a liability limit of at least *** Dollars ($ *** ) covering any
Equipment, Conduit or Networks during the course of construction (including,
without limitation, installation of Cable into the Conduit) against loss or
damage caused by All Risk Builders Risk perils.

16. 4. 5. Fire and All Risk insurance in an amount not less
than *** Dollars ($ *** ) per occurrence.

16. 4. 6. A Transmission and Distribution All Risk policy in
an amount not less than *** Dollars ($ *** ) with Replacement Cost Blanket
Endorsement and, for the Irvine Networks, an Agreed Amount Endorsement.

16. 4. 7. An All Risk Property Damage policy covering
FirstWorld's or its Affiliate's switching facility in Anaheim, as well as an
additional switching facilities in an

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

amount not less than the full replacement cost of the switching facilities and
with an earthquake sublimit of not less than *** ( *** ) percent of the
replacement cost coverage amount.

16. 4. 8. Any combination of Primary, Umbrella and Excess
Liability policies which together provide total limits of at least *** Dollars
($ *** ) per occurrence and *** Dollars ($ *** ) in the aggregate.

16. 4. 9. As to any alterations, modifications,
reconstruction, improvements, or additions to the Conduit which involve a cost
in excess of $ *** (which amount shall be increased from time to time by the
same percentage increase as the percentage increase in the CPI from and after
the date of this Agreement) and which involve construction of a building
entrance link on real property owned by Irvine, completion and performance bonds
and guaranties assuring the lien free completion of all improvements being
installed or constructed when improvements are under construction, if required
by Irvine, provided, however, that if at any time during the Term FirstWorld
allows a lien to be recorded on account of work performed by or on behalf of
FirstWorld which is not released within thirty (30) days after recordation of
the same, then Irvine may thereafter require bonds and guaranties for all work
to be performed by FirstWorld in connection with this Agreement.

16. 5. FORM OF POLICIES. The insurance policies required to be
procured pursuant to paragraph 9.2 shall be written only with California
admitted insurance companies having a policyholder rating of *** and a
financial rating of *** or better in the Best's Key Rating Guide and shall
contain the following provisions:

16. 5. Each policy shall contain a provision that the
coverages afforded thereby will not be canceled, reduced or materially changed
without at least thirty (30) days' prior written notice to Irvine.

16. 5. 2. The Commercial General Liability and Umbrella/Excess
Liability policies shall name Irvine as an additional insured with the following
clauses added:

(a) The insurance afforded to the additional
insureds is primary insurance. If any of the additional insureds has other
insurance which is applicable to the loss, such other insurance shall be excess
and non-contributory with this insurance as respects claims or liability arising
out of or resulting from the acts or omissions of the named insured, or of
others on behalf of the named insured.

(b) This insurance shall apply separately to each
insured except with respect to the limits of liability.

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

16. 6. INCREASE IN LIABILITY LIMITS. Irvine may from time to time
require that the limits of liability for any insurance policy to be maintained
under this Article 16 be increased, provided that no such increase shall cause
the limits of liability to exceed the greater of: (a) the limits of liability
required by FirstWorld's Lenders; or (b) the limits of liability set forth in
this Article 16 increased by the same percentage increase as the percentage
increase in the CPI from and after the date of this Agreement.

16. 7. RELEASE AND WAIVER OF SUBROGATION. Notwithstanding anything
to the contrary in this Agreement, the Parties release each other, and their
respective agents, employees and contractors, from any liability for damage to
the property of the waiving Party that arises out of or incident to any peril
covered by property insurance carried by the Parties or out of a peril of the
type to be covered by the property insurance required to be carried under the
terms of this Agreement, whether due to the negligence of Irvine or FirstWorld
or their respective agents, employees or contractors or any other cause. Each
Party shall cause each property insurance policy obtained by it to authorize the
foregoing waiver.

17.

REPRESENTATIONS AND WARRANTIES

17. 1. REPRESENTATIONS AND WARRANTIES OF FIRSTWORLD.

17. 1. 1. As of the date of this Agreement, FirstWorld is a
corporation duly organized and validly existing in good standing under the laws
of the State of California and has all necessary corporate power and authority
to carry on its business as presently conducted, to own or hold under lease its
properties and to enter into and perform its obligations under this Agreement.

17. 1. 2. The execution, delivery and performance by
FirstWorld of this Agreement has been duly authorized by all necessary action on
the part of FirstWorld, do not require any approval, except as has been
heretofore obtained, of the shareholders of FirstWorld or any consent of or
approval from any trustee, lessor or holder of any indebtedness or other
obligation of FirstWorld, except for such as have been duly obtained, and do not
contravene any Applicable Law, the articles or bylaws of FirstWorld or any
agreement, judgment, injunction, order, decree or other instrument binding upon
FirstWorld.

17. 1. 3. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of FirstWorld, threatened against it
at law or in equity before any court or tribunal or which individually or in the
aggregate could result in any materially adverse effect on its business,
properties or assets or its condition, financial or otherwise, or in any
impairment of its ability to perform its obligations under this Agreement.
FirstWorld has no knowledge of a violation or default with respect to any order,
writ, injunction or any decree of any court or tribunal or any Governmental
Authority which may result in any such materially adverse effect or such
impairment.

17. 1. 4. There are no pending agreements or active
negotiations for the sale of all or substantially all of the assets of, or stock
representing a direct controlling interest in FirstWorld or FWC, or any of their
respective subsidiary or affiliated entities.

17. 2. REPRESENTATIONS AND WARRANTIES OF IRVINE. Irvine is a
corporation duly organized and validly existing in good standing under the laws
of the State of Delaware and has all necessary power and authority to carry on
its business as presently conducted, to own or hold under lease its properties
and to enter into and perform its obligations under this Agreement.

17. 2. 1. The execution, delivery and performance by Irvine of
this Agreement have been duly authorized by all necessary action on the part of
Irvine, do not require any consent of or approval from any trustee, lessor or
holder of any indebtedness or other obligation of Irvine, except for such as
have been duly obtained, and do not contravene or constitute a default under any
Applicable Law, the Articles of Incorporation or By-Laws of Irvine or of any
agreement, judgment, injunction, order, decree or other instrument binding upon
Irvine.

17. 2. 2. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of Irvine, threatened against it at
law or in equity before any court or tribunal which individually or in the
aggregate could result in any materially adverse effect on its business,
properties or assets or its condition, financial or otherwise, or in any
impairment of its ability to perform its obligations under this Agreement.
Irvine has no knowledge of a violation or default with respect to any order,
writ, injunction or any decree of any court or tribunal or any Governmental
Authority which may result in any such materially adverse effect or such
impairment.

17. 2. 3. Irvine currently owns good and marketable title to
the Existing Buildings, and will own good and marketable title to any Additional
Buildings at the time the same are added to this Agreement.

17. 2. 4. There is no existing or, to Irvine's knowledge,
pending or threatened litigation, suit, action or proceeding, including
condemnation proceedings, before any court or administrative agency against
Irvine or any Building that would, if adversely determined, prohibit FirstWorld
from installing the Equipment in the Equipment Space.

18.

PROTECTION OF CONFIDENTIAL INFORMATION

18. 1. DESIGNATION OF CONFIDENTIAL INFORMATION. Any Confidential
Information submitted to either Party by or on behalf of the other Party or its
Affiliates shall be labeled as "Proprietary" or "Confidential" by use of a
prominent legend, label or sticker, except that Pre-Authorized Confidential
Information need not be so labelled.

18. 2. OBLIGATIONS OF CONFIDENTIALITY. Each Party shall treat and
hold the Confidential Information in confidence and shall undertake the
following obligations with respect thereto:

18. 2. 1. Each shall keep confidential all Confidential
Information disclosed to it, in accordance herewith, and to protect the
confidentiality thereof, in the same manner in which it protects the
confidentiality of similar information and data of its own (at all times
exercising at least a reasonable degree of care in the protection of
Confidential Information); provided, however, that neither shall have any
obligation with respect to the use or disclosure to others of any Confidential
Information that can be established to have: (a) been known publicly; (b) been
known generally in the industry before communication; (c) become known publicly,
without fault on the part of either Party; (d) been known otherwise before
communication; (e) been received without any obligation of confidentiality from
a source (other than a Party or its Affiliates) lawfully having possession of
such information; (f) been required to be disclosed by law or court order; (g)
been reasonably necessary to disclose in connection with the enforcement of a
Party's rights under this Agreement; (h) been reasonably necessary to disclose
in connection with a Financing, a Transfer, a borrowing by FWC or FirstWorld,
the sale of shares of FirstWorld or FWC, or any similar transaction, whether of
FirstWorld, FWC or any Affiliate of either entity; or (i) been reasonably
necessary to disclose in connection with any financing, sale of shares, transfer
of a substantial portion of the assets of, or any similar transaction of Irvine
or any of its Affiliates.

18. 2. 2. All Confidential Information which may be furnished
to a Party shall continue to be the property of the Party furnishing the same,
or the Affiliate submitting such Confidential Information on such Party's
behalf.

18. 2. 3. No rights or licenses, express or implied, are
hereby granted to any Confidential Information, including without limitation,
any patents, trademarks, service marks, trade names, copyrights or trade
secrets, as a result of or related to this Agreement.

19.

MARKS AND PUBLICITY

19. 1. EXCLUSIVE OWNERSHIP OF MARKS. Irvine acknowledges and
recognizes the exclusive rights of FWC, FirstWorld and their Affiliates to the
"FirstWorld" name and all other service marks, trademarks, names, copyrights,
logos, registrations and patents used exclusively (individually or collectively)
by FWC, FirstWorld, or their Affiliates in connection with the "FirstWorld" name
and or the conduct of their business, and not constituting generic or
descriptive terms, marks or logos used within the telecommunications industry
(collectively, the "FirstWorld Marks"). FirstWorld acknowledges and recognizes
the exclusive rights of Irvine, Irvine Community Development Company and their
Affiliates to the "Irvine Company" and "Spectrum" names, other project names
that may be designated by them for any Additional Area and all other service
marks, trademarks, names, copyrights, logos, registrations and patents used
exclusively by Irvine in connection with its real estate development and
investment activities and not constituting generic or descriptive terms, marks
or logos used within the real estate industry (collectively, the "Irvine
Marks"). Each hereby disclaims any right, title or interest in or to any of the
others Marks by operation of this Agreement. Each shall have the sole right and
(to the extent they determine appropriate) responsibility to institute and
prosecute all disputes with third parties concerning use of their respective
Marks.

19. 2. REFERENCES TO MARKS. Each Party agrees not to use or
directly or indirectly refer to any of the other Party's Marks in any way or for
any purpose without the other Party's prior written consent, which it may
withhold for any reason or no reason. Irvine shall not use the words
"SpectraNet" or "FirstWorld" or any other FirstWorld Xxxx, or any combination or
variation of any of them, in the name of any partnership, corporation or other
entity. FirstWorld shall not use the words "Irvine" or "Spectrum" or any other
Xxxxxx Xxxx, or any combination or variation of any of them, in the name of any
partnership, corporation or other entity.

19. 3. EFFECT OF TERMINATION. Each Party hereby acknowledges and
agrees that in the event of any termination or cancellation of this Agreement:
(a) neither Party or their respective Affiliates shall be under any obligation,
express or implied, to issue to the other a license (or commitment to issue a
license) permitting use of the other's names or Marks; and (b) neither Party or
their Affiliates shall be permitted to use of the other's Marks in connection
with the operation of any Network.

19. 4. PUBLICITY. Irvine shall notify FirstWorld orally or in
writing, of any press release, announcement, advertisement or other public
communication related to any Network. FirstWorld shall notify Irvine, orally or
in writing, of any press release, announcement, advertisement or other public
communication related to FirstWorld's Networks providing service to Irvine, the
Spectrum or any Additional Area.

20.

ARBITRATION

Any dispute between Irvine and FirstWorld under this Agreement shall
be resolved by binding arbitration by JAMS/ENDISPUTE, or its successor, in
Orange, California ("JAMS") as provided in this paragraph; provided that either
Party shall retain the right to pursue any equitable remedy available to it by
filing a separate action in a court of competent jurisdiction. Within ten (10)
business days following submission of any such claim or dispute to JAMS, JAMS
shall designate three (3) arbitrators and each Party may, within five (5)
business days thereafter, veto one of the three persons so designated. If two
different designated arbitrators have been vetoed, the third arbitrator shall
hear and decide the matter. If the Parties both veto the same arbitrator, the
two remaining arbitrators shall choose a third arbitrator. Any arbitration
pursuant to this paragraph shall be decided within sixty (60) days of submission
to JAMS. The decision of the arbitrator shall be final and binding on all
Parties. The arbitrator shall have the right to order such discovery as the
arbitrator deems reasonable in connection with such arbitration. All costs
associated with arbitration (including, without limitation, reasonable
attorneys' fees) shall be awarded to the prevailing Party as determined by the
arbitrator. Notice of the demand for arbitration may be filed by either Party
to this Agreement. The award rendered by the arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof.

21.

NO BROKER

Irvine and FirstWorld each represents and warrants that it did not
engage any broker or finder in connection with this Agreement and that no Person
is entitled to any commission or finder's fee on account of any agreements or
arrangements made by such Party with any broker or finder. Each Party shall
indemnify the other Party against any breach of the foregoing representation by
the indemnitor.

22.

WAIVERS

Failure of either Party to complain of any act or omission on the part
of the other Party shall not be deemed a waiver by the noncomplaining Party of
any of its rights under this Agreement. No waiver by either Party at any time,
express or implied, of any breach of any provisions of this Agreement shall be a
waiver of a breach of any other provision of this Agreement or a consent to any
subsequent breach of the same or any other provision. No acceptance by Irvine
of any partial payment shall constitute an accord or satisfaction but shall only
be deemed a part payment on account.

23.

UCC FILING

Upon the request of FirstWorld, Irvine agrees to execute and to allow
FirstWorld to file with the Secretary of State at its expense a UCC statement in
form reasonably satisfactory to Irvine affirming that any Equipment installed by
FirstWorld in any Building is owned by FirstWorld and shall not be deemed to
have become a part of the Building in which it is installed, subject to the
rights of Irvine in and to any Equipment pursuant to the terms and provisions of
this Agreement. Upon the request of FirstWorld from time to time, Irvine shall
execute and deliver and allow FirstWorld to file with the Secretary of State at
its expense additional UCC statements as additional Buildings are added to this
Agreement.

24.

ESTOPPEL CERTIFICATES

At any time and from time to time, upon not less than twenty (20) days' prior
written request (an "Estoppel Certificate Request") by either Party to this
Agreement or any Lender to FirstWorld (the "Requesting Party"), the other Party
to this Agreement (the "Certifying Party") shall execute, acknowledge and
deliver an Estoppel Certificate in reasonable form to the Requesting Party (or
directly to a third party whose name and address are provided by the Requesting
Party). Any Estoppel Certificate may be relied upon by any third party (but not
by the Requesting Party) to whom an Estoppel Certificate is required to be
directed. If the Certifying Party fails to execute and deliver within such
twenty (20) day period to the Requesting Party (or its attorneys or the third
party(ies) designated by such Requesting Party) an Estoppel Certificate,

setting forth with reasonable specificity any alleged exceptions to the
statements requested to be contained in such Estoppel Certificate, then the
Certifying Party shall be deemed for all purposes, whether or not this Agreement
has been terminated or is otherwise in full force and effect, to have executed
and delivered to the third party and the Requesting Party an Estoppel
Certificate, dated as of the effective date of the Estoppel Certificate Request,
certifying that this Agreement is in full force and effect, that there are no
amendments or modifications hereof and that the Requesting Party is not in
default under this Agreement.

25.

MISCELLANEOUS PROVISIONS

25. 1. NOTICES. Any notice, request, demand, consent, approval or
other communication required or permitted hereunder or by law shall be given in
writing, addressed as follows:

If to Irvine: The Irvine Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attn: Vice President, Industrial Operations

With a Copy to: The Irvine Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attn: General Counsel - Office

If to FirstWorld: FirstWorld Orange Coast
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: G. Xxxxxxxx Xxxxxxxx

With a Copy to: FirstWorld Communications
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: General Counsel

Any Party may from time to time, by written notice to the other, designate a
different address which shall be substituted for the address specified above or
designate additional Parties to receive copies of notices. Any notice shall be
delivered either personally, by certified mail (return receipt requested), by
Federal Express or similar overnight courier or by facsimile transmission. If
personally delivered, notices shall be deemed received at the time of delivery.
If sent by certified mail, return receipt requested, notices shall be deemed
fully delivered and received upon delivery or refusal of delivery. If delivered
by Federal Express or similar overnight courier, notices shall be deemed fully
delivered and received upon receipt or two (2) Business Days after deposited
with such courier prior to its deadline for next Business Day delivery. If sent
by facsimile transmission, notices shall be deemed fully delivered and received
upon receipt provided that the transmission is by a facsimile machine which
confirms completed transmission, and a copy of the notice is

simultaneously sent by another method permitted under this Agreement. Except as
otherwise expressly provided herein, notices shall be deemed fully delivered and
received at the time of actual receipt.

25. 2. FURTHER ASSURANCES. Each Party shall fully support and
cooperate with the other Party in giving effect to the purpose and intent of
this Agreement, including, without limitation, in a Party's efforts to obtain
from any Governmental Authority or any other Person any permit, entitlement,
approval, authorization or other right necessary or convenient in connection
with such Party's activities or operations, provided that the cooperation
required under this Section 25.2 shall be at no expense to the Party requested
to provide its cooperation. Without limiting the generality of the foregoing,
each Party agrees to execute and deliver such further documents and perform such
further acts as may be reasonably necessary to achieve the intent of the Parties
as set forth in this Agreement.

25. 3. PERFORMANCE UNDER PROTEST. If at any time a dispute shall
arise as to the amount of any payment to be made by a Party to the other under
this Agreement, then the Party against whom the obligation to pay is asserted
shall pay the entire amount billed, but shall have the right to make payment
"under protest." The Party making the payment shall continue to have the right
to seek recovery of such sum. To the extent that it shall be determined that
the Party making the payment "under protest" was not required to make such
payment, such Party shall be entitled to recover such sum or so much of such sum
as such Party was not legally required to pay pursuant to this Agreement.

25. 4. NO THIRD PARTY BENEFICIARIES. Except as to the permitted
successors and assigns of each Party, nothing in this Agreement shall be deemed
to confer upon any Person (other than Irvine, FirstWorld or Lenders) any right
to insist upon, or to enforce against Irvine or FirstWorld, the performance or
observance by either Party of its obligations under this Agreement.

25. 5. INTERPRETATION. No inference in favor of or against any
Party shall be drawn from the fact that such Party has drafted any portion of
this Agreement. The Parties have both participated substantially in the
negotiation, drafting and revision of this Agreement with representation by
counsel and such other advisors as they have deemed appropriate. The words
"include" and "including" shall be construed to be followed by the words
"without limitation".

25. 6. DELIVERY OF DRAFTS. Neither Irvine nor FirstWorld shall be
bound by this Agreement unless and until each Party shall have executed at least
one counterpart of this Agreement and delivered such executed counterpart to the
other Party. The submission of draft(s) of this Agreement or comment(s) on such
drafts shall not bind either Party in any way and such draft(s) and comment(s)
shall not be considered in interpreting this Agreement.

25. 7. HEADINGS. Article and section headings have been inserted
in this Agreement as a matter of convenience and for reference only. Such
section headings are not a part of this Agreement and shall not be used in the
interpretation of any provision of this Agreement.

25. 8. CUMULATIVE REMEDIES. Subject to the express limitations set
forth in this Agreement, the remedies to which either Party may resort under
this Agreement are cumulative and are not intended to be exclusive of any other
remedies to which such Party may lawfully be entitled in the event of any breach
or threatened breach by the other Party of any provision of this Agreement.

25. 9. ENTIRE AGREEMENT. This Agreement, including all exhibits
and appendices hereto, together with the Conduit Lease, constitutes the entire
agreement between the Parties hereto pertaining to the subject matter thereof,
and the final, complete and exclusive expression of the terms and conditions
thereof. All prior agreements, representations, negotiations and understandings
of the Parties hereto, oral or written, express or implied, are hereby
superseded and merged herein.

25. 10. AMENDMENTS. No addition to or modification of any provision
contained in this Agreement shall be effective unless fully set forth in a
writing signed by Irvine and FirstWorld.

25. 11. PARTIAL INVALIDITY. If any term or provision of this
Agreement or the application of such term or provision to any Party or
circumstance shall to any extent be invalid or unenforceable, then the remainder
of this Agreement, or the application of such term or provision to Persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected by such invalidity or unenforceability, and each remaining term
and provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by Applicable Law.

25. 12. SUCCESSORS. This Agreement shall bind and benefit Irvine
and FirstWorld and their successors and assigns, but the foregoing shall not
limit or supersede any transfer restrictions contained in this Agreement.

25. 13. GOVERNING LAW. This Agreement and its interpretation and
performance shall be governed, construed and regulated by the Applicable Law of
the State of California without regard to principles of conflict of Applicable
Law.

25. 14. COUNTERPARTS. This Agreement may be executed in one or more
duplicate counterparts and when signed by all of the Parties listed below shall
constitute a single binding agreement.

25. 15. TIME PERIODS. Whenever this Agreement requires either Party
to perform any action within a specified period, or requires that a particular
event occur within a specified period, if the last day of such period is not a
Business Day, then the period shall be deemed extended through the close of
business on the first Business Day following such period as initially specified.
This paragraph shall in no event delay or defer the effective date of any
License Fee adjustment or the commencement of any period with respect to which
interest on a payment shall accrue or the date for payment of any License Fee.

25. 16. WAIVERS. The consent by one Party to any act by another
Party shall not be deemed to imply consent, or waiver of the necessity of
obtaining such consent, for the

same or any similar acts in the future. No waiver or consent shall be implied
from silence or from any failure of a Party to act, except as otherwise
specified in this Agreement.

25. 17. NEGATION OF PARTNERSHIP. The covenants, obligations and
liabilities of the Parties are intended to be several and not joint or
collective, and nothing herein contained shall ever be construed to create an
association, joint venture, trust or partnership, or to impose a trust or
partnership covenant, obligation or liability on or with regard to the Parties.
Each Party shall be individually responsible for its own covenants, obligations
and liabilities as herein provided. No Party shall be under the control of or
shall be deemed to control the other Party. No Party shall be the agent of or
have a right or power to bind the other Party without its express written
consent, except as expressly provided in this Agreement.

25. 18. ATTORNEYS' FEES. Each Party shall bear its own attorney's
fees incurred in relation to the negotiation and execution of this Agreement. In
the event of any action instituted between the Parties in connection with this
Agreement, the prevailing Party shall be entitled to recover from the losing
Party the prevailing Party's costs and expenses, including reasonable attorneys'
fees. The prevailing Party for the purpose of this paragraph shall be
determined by the trier of the facts.

25. 19. RELATIONSHIPS. Irvine and FirstWorld acknowledge and agree
that the relationship between them is solely that of independent contractors,
and nothing herein shall be construed to constitute the Parties as
employer/employee, partners, joint venturers, co-owners, or otherwise as
participants in a joint or common undertaking. Neither Party, nor its
employees, agents or representatives shall have any right, power or authority to
act or create any obligation, express or implied, on behalf of the other.

25. 20. NONDEDICATION OF FACILITIES. The Parties do not intend to
dedicate and nothing in this Agreement shall be construed as constituting a
dedication by FirstWorld of its properties or facilities, or any part thereof,
to Irvine or to any governmental entity or agency or to the customers of Irvine
or any third-party vendor of services delivered by the Networks, except as may
otherwise be expressly provided in this Agreement or the Conduit Lease with
regard to surrender of the Cable at the expiration of the term of the Conduit
Lease.

25. 21. FORCE MAJEURE. No Party shall be considered to be in
default in the performance of any of its obligations under this Agreement (other
than obligations of said Party to pay any monetary sums due hereunder) when a
failure of such performance shall be due to an Unavoidable Delay. Nothing
contained herein shall be construed so as to require any Party to settle any
strike or labor dispute in which it may be involved. Any Party rendered unable
to fulfill any of its obligations under this Agreement by reason of an
Unavoidable Delay shall give prompt written notice of such fact to the other
Party and shall exercise reasonable diligence to remove such inability with all
reasonable dispatch. If an Unavoidable Delay shall have occurred, the Parties
shall consult with one another as soon as practicable concerning the effect of
such delay upon their performance hereunder. In the event that any Party's
activity hereunder is delayed, curtailed or prevented by any Unavoidable Delay,
the time for carrying out the activity thereby affected shall be extended for a
period equal to the total number of days during which such causes

or their effects were operative, and for such additional time, if any, as shall
be necessary to make good the time lost as a result of any Unavoidable Delay.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above written.

FIRSTWORLD ORANGE COAST,
a California corporation

By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President & Chief
Operating Officer

By: /s/ G. Xxxxxxxx Xxxxxxxx
-------------------------------------
Name: G. Xxxxxxxx Xxxxxxxx
Title: Senior Vice President

THE IRVINE COMPANY,
a Delaware corporation

By: /s/ Xxxxxxx X. Sim
-------------------------------------
Xxxxxxx X. Sim,
Executive Vice President

By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxxx X. Xxxxxx, President
of Irvine Industrial Company, a
division of The Irvine Company

Appendix 1

GLOSSARY OF DEFINED TERMS

Appendix 1

GLOSSARY OF DEFINED TERMS
(LICENSE AGREEMENT)

"Addition Memorandum" means a memorandum in the form of APPENDIX 5
adding space within Additional Available Spectrum Conduit or Available Other
Conduit to the Leased Premises under the Conduit Lease, or Additional Buildings
to the License Agreement.

"Additional Areas" means other areas which Irvine may develop within
the cities of Irvine, Newport Beach and Tustin and within certain unincorporated
areas of the County of Orange.

"Additional Area Buildings" means any additional commercial,
industrial and retail buildings which Irvine owns and develops within those
Additional Areas as to which Available Other Conduit is added to the Leased
Premises in accordance with the terms and provisions of the Conduit Lease.

"Additional Available Spectrum Conduit" means additional multi-tube
telecommunications conduit located within the Additional Spectrum of
substantially similar capacity and configuration to the Existing Available
Spectrum Conduit, or such other configuration as may be required under the
Conduit Lease.

"Additional Buildings" means all of the Additional Spectrum Buildings,
the Additional Area Buildings and the Additional Other Buildings, to the extent
added to this Agreement pursuant to the terms and provisions hereof.

"Additional License Fee Base" shall have the meaning set forth in
Section 6.1 of the License Agreement.

"Additional Networks" means any Networks established by FirstWorld to
service any Additional Areas.

"Additional Other Buildings" means any additional commercial,
industrial and retail buildings which Irvine owns and which are now existing or
are hereafter constructed, and which are located in the State of California but
not in the Spectrum or any Additional Areas as to which space within Available
Other Conduit is added to the Leased Premises in accordance with the terms and
provisions of the Conduit Lease.

"Additional Spectrum" means additional areas which Irvine intends to
develop within or as part of the Irvine Spectrum as more particularly shown on
the map attached to the License Agreement as APPENDIX 3 or located adjacent to
the Existing Spectrum.

"Additional Spectrum Buildings" means any additional commercial,
industrial and retail buildings which Irvine develops and owns within the
Additional Spectrum.

"Adjusted Gross Combined Revenue" means Adjusted Gross Revenue plus,
for the relevant period, the remainder, if any, of the Other Building Gross
Revenues for the relevant

period less the sum of the following for the same period, to the extent derived
from Customers occupying the applicable Additional Other Buildings or Users
providing services through FirstWorld or one or more of its Affiliates to the
applicable Additional Other Buildings: (i) Service Provider Payments; and (ii)
FirstWorld Consulting Revenues.

"Adjusted Gross Revenue" means, for the relevant period, the
remainder, if any, of the Gross Revenues for the relevant period less the sum of
the following for the same period (a) Third Party Building Access Payments paid
with regard to buildings in the Spectrum and any Additional Areas as to which
space in Available Other Conduit has been added to the Leased Premises in
accordance with the terms and provisions of the Conduit Lease; and (b) to the
extent derived from Customers occupying buildings within the Spectrum and any
such Additional Areas or from Users providing services through the Irvine
Networks to such buildings: (i) Service Provider Payments; and (ii) FirstWorld
Consulting Revenues.

"Affiliate" means, with respect to Irvine, FirstWorld or any other
Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with the
Person specified, or who holds or beneficially owns fifty percent (50%) or more
of the equity interest in the Person specified or fifty percent (50%) or more of
any class of voting securities of the Person specified.

"Affiliated Lender" means any Lender which is also an Affiliate of
FirstWorld.

"Agreement" means this License Agreement.

"Applicable Law" means any applicable law, statute, ordinance,
regulation, rule, notice requirement, court decision, agency guideline,
principle of law and order of any Governmental Authority, including, without
limitation, those related to energy, the environment, motor vehicle safety,
public utility, zoning, building and health codes, occupational safety and
health and laws respecting employment practices, employee documentation, terms
and conditions of employment, and wages and hours.

"Available Conduit" means the Available Spectrum Conduit together with
the Available Other Conduit.

"Available Other Conduit" means telecommunications conduit which
Irvine installs in Additional Areas and as to which space within the same is
added to the Leased Premises in accordance with the terms and provisions of the
Conduit Lease.

"Available Spectrum Conduit" means the Existing Available Spectrum
Conduit together with the Additional Available Spectrum Conduit to the extent
constructed from time to time.

"Basic Percentage Rent" shall have the meaning set forth in Section
4.2 of the Conduit Lease.

"Bonus Percentage Rent" shall have the meaning set forth in Section
4.3 of the Conduit Lease.

"Buildings" means the Existing Spectrum Buildings together with any
Additional Buildings to the extent added to the License Agreement pursuant to
the terms thereof.

"Business Day" means any day which is not a Saturday, a Sunday or a
day on which national banks are obligated by law, regulation or executive order
to be closed.

"Cable" means all fiber optic cable installed in the Available Conduit
by or on behalf of FirstWorld or any of its Affiliates whether installed within
Conduit or extending into a building to be connected to Equipment located
therein.

"Certifying Party" shall have the meaning set forth in Article 24 of
this Agreement.

"City" means the City of Irvine, provided, however, that with regard
to any Additional Areas, the City shall mean the city within which the
applicable Additional Area is located, or if such Additional Area is in an
unincorporated area of a county, the county within which the same is located.

"Commencement Date" is defined in Article 3 of this Agreement.

"Condemnation" means any action in eminent domain, brought with regard
to the Leased Premises or any portion thereof, or with regard to any Building or
any portion thereof, by any Governmental Authority, or any conveyance to a
Governmental Authority in lieu of, or in settlement of, a pending or threatened
action in eminent domain.

"Conduit" means *** tubes being a portion of the Available Conduit
together with the pull boxes serving such tubes within which FirstWorld utilizes
space, and together with all additional conduit which may be installed by
FirstWorld within the Spectrum and within any Additional Areas (including
building entrance conduit systems), and any alterations, repairs, modifications
and improvements of any of the same, provided, however, that for those portions
of the Available Conduit which include more than *** tube, the Conduit shall
consist of: (a) where the Available Conduit includes *** tubes, *** tube and ***
tube and (b) wherever the Available Conduit includes *** tubes, *** tubes.

"Conduit Lease" means that certain Agreement For Lease of
Telecommunications Conduit made and entered into by and between Irvine and
FirstWorld and dated as of March 5, 1998.

"Confidential Information" means all information and documents which
either party furnishes to the other on or after the date of this Agreement,
which such party designates as proprietary or confidential or which is
Pre-Authorized Confidential Information not required to be so designated.

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

"CPI" means the Consumer Price Index, All Urban Consumers, Subgroup
"All Items" for the Los Angeles-Anaheim-Riverside Region (Base Period 1993-95 =
100), which is currently being published monthly by the United States Department
of Labor, Bureau of Labor Statistics. If, however, the CPI is changed, revised
or discontinued for any reason, there shall be substituted in lieu thereof, and
the term "CPI" shall thereafter refer to, the most nearly comparable official
price index of the United States Government so as to obtain substantially the
same result as would have been obtained had the original CPI not been changed,
revised or discontinued, which alternative index shall be selected by Irvine and
shall be subject to FirstWorld's written approval.

"Customers" means any Person who subscribes with FirstWorld for
Network services as an end user (as opposed to Users who contract for access to
a Network in order to provide telecommunications services to their own
customers).

"Equipment" means switches, connectors, amplifiers, and other
equipment located in a building and not within the Conduit and required to
connect Cable to a building and/or provide telecommunications services to the
occupants thereof.

"Equipment Space" means a reasonable amount of equipment room space in
each Building, not to exceed 100 square feet, that is sufficient to enable
FirstWorld to install the Cable and Equipment needed by FirstWorld to deliver
the services described by this Agreement, which Equipment Space shall be in a
reasonable configuration taking into account the size and shape of the equipment
room in which the same will be located and the number of service providers
requiring space within such equipment room. Once Equipment is installed in any
Building, Equipment Space shall exclude equipment room space not utilized by
FirstWorld.

"Estoppel Certificate Request" shall have the meaning set forth in
Article 24 of this Agreement.

"Event of Default" shall have the meaning set forth in Section 13.1 of
this Agreement.

"Existing Available Spectrum Conduit" means a multi-tube
telecommunications conduit which Irvine has constructed within the Existing
Spectrum at the approximate locations shown on APPENDIX 4 attached to the
Conduit Lease.

"Existing Spectrum" means certain developed areas in the area commonly
referred to as the Irvine Spectrum and more particularly shown on the map
attached hereto as APPENDIX 2.

"Existing Spectrum Buildings" means the commercial, industrial and
retail buildings which are owned by Irvine within the Existing Spectrum and
which are listed on APPENDIX 3 attached to the License Agreement.

"Fair Market License Fee" shall have the meaning set forth in Section
6.1.4. of the License Agreement.

"Financing" means any mortgage financing, project financing,
refinancing or borrowing, or any sale and leaseback transaction in which
FirstWorld has the right to repurchase

the Leased Premises, secured by a Financing Encumbrance, the proceeds of which
are utilized in whole or in part to finance the cost of the design,
construction, replacement, improvement, maintenance or operation of one or more
Irvine Networks.

"Financing Encumbrance" means any mortgage, deed of trust, assignment,
security agreement, pledge, financing statement, conveyance and lease (in the
case of a sale and leaseback transaction) or any other instrument(s) or
agreement(s) intended to grant security for any financing, that encumbers all of
the Leased Premises and FirstWorld's rights under the License Agreement and the
Conduit Lease (or any portion of the Leased Premises together with but not
separate from FirstWorld's rights under the License Agreement and the Conduit
Lease to the extent affecting Buildings and areas, respectively, served by the
portion of the Leased Premises encumbered by the applicable Financing
Encumbrance) (as well as such other assets or rights as may be encumbered by
such instruments) as the same may be renewed, modified, consolidated, amended,
extended or assigned from time to time.

"FirstWorld" means FirstWorld Orange Coast, a California corporation.

"FirstWorld Consulting Revenues" means payment for service related to
advice or other provision of consulting services which does not involve payment
for the transmission of information over a Network.

"FirstWorld Marks" shall have the meaning set forth in Section 19.1 of
the License Agreement.

"Fiscal Year" means the fiscal year of FirstWorld, ending on September
30, as the same may be changed from time to time.

"FWC" means FirstWorld Communications, Inc., a California corporation.

"Governmental Authority" means any national, state or local government
(whether domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority, body, agency, bureau or entity.

"Gross Revenues" means, for any period, all revenues received by
FirstWorld or any of its Affiliates, assignees or sublessees with respect to the
operation of the Irvine Networks during such period that are attributable to the
following derived from Customers occupying buildings within the Spectrum and any
Additional Areas, or from Users providing services through the Irvine Networks
to any Person in the Spectrum or any Additional Areas: (a) fees for access
rights and other services sold by FirstWorld to such Customers, (b) *** , (c)
*** , (d) the lease or re-sale of lines or circuit paths within the Irvine
Networks to Users to access customers of said Users, and (e) the lease to
Customers of Customer premises equipment which is not generally available and
which is required by FirstWorld as a condition of service.

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

"Hazardous Materials" means all materials, substances and wastes,
variously designated as hazardous or toxic substances, materials or wastes
pursuant to all federal, state, and local laws, statutes, ordinances, rules and
regulations relating to the environment, including without limitation, the
federal Comprehensive Environmental Response Compensation and Liability Act, the
Resource Conservation and Recovery Act, the Superfund Amendment and
Reathorization Act and the California Health and Safety Code, and shall also
include, PCB's, asbestos, radon and fractions of petroleum, whether or not so
designated therein.

"Imposition" means the sum of all of the following to the extent
imposed on the Leased Premises, the Conduit, the Cable, the Irvine Networks, any
Equipment installed in connection therewith, or the services to be provided by
FirstWorld to Customers and Users; (i) all real estate taxes and assessments or
personal property taxes and assessments, as such property taxes may be assessed
or reassessed from time to time ; (ii) any and all other taxes, charges and
assessments which are levied with respect to this Agreement or to any of the
foregoing, other than general net income and franchise taxes of Irvine; (iv)
all charges, fees, taxes, surcharges or assessments of any kind or nature which
are in the future levied by any Governmental Authority, in lieu of, in addition
to or as a replacement for any other Imposition; and (iv) costs and expenses
incurred in contesting the amount or validity of any Imposition by appropriate
proceedings.

"Initial Installation Date" shall have the meaning set forth in
Section 2.10.1 of the Conduit Lease.

"Irvine" means The Irvine Company, a Delaware corporation.

"Irvine Marks" shall have the meaning set forth in Section 19.1 of the
License Agreement.

"Irvine Networks" means the Spectrum Network and any Additional
Networks.

"Irvine's Cure" shall have the meaning set forth in Section 12.4 of
this Agreement.

"Irvine's Cure Rights" shall have the meaning set forth in Section
12.4 of this Agreement.

"Leased Premises" means the space within the tubes of the Conduit
together with the non-exclusive right to use undivided space within the pull
boxes serving such tubes.

"Lender" means any Person(s), including bondholder(s), and any
Affiliate of FirstWorld providing Financing for the ownership, design,
construction, improvement, maintenance, replacement or operation of one or more
Networks or any matter related thereto, including, without limitation, any
trustee or collateral agent appointed by any such Lender to represent its
interests.

"Lender's Cure" shall have the meaning set forth in Section 11.4 of
this Agreement.

"Lender's Cure Rights" shall have the meaning set forth in Section
11.4 of this Agreement.

"License Agreement" means that certain Telecommunications System
License Agreement dated as of March 5, 1998, by and between Irvine and
FirstWorld.

"License Fee" shall have the meaning set forth in Section 6.1 of the
License Agreement.

"Market Adjustment Date" shall have the meaning set forth in Section
6.1.4 of the License Agreement.

"Marks" means the FirstWorld Marks and the Irvine Marks.

"Memorandum of Lease" means a recordable memorandum of the Conduit
Lease in the form of APPENDIX 7 attached to the Conduit Lease to be executed
between the parties.

"Networks" means one or more neutral broadband fiber optic
telecommunications pathways which are available to all competing
telecommunication service providers for a fee on a non-discriminatory basis and
are inter-operable with an incumbent local telephone carrier, but excluding any
transport links between pathways and the applicable switching facility.

"Off Net" means that FirstWorld is providing service to the end user
over a third party's transport system.

"On Net" means that FirstWorld's Cable is connected to the applicable
building, and FirstWorld is providing service to the end user over such Cable.

"Other Building Gross Revenue" means, for any period, all revenues
received by FirstWorld or any of its Affiliates, assignees, or sublessees with
respect to services provided during such period that are attributable to the
following derived from Customers occupying Additional Other Buildings or Users
providing services to Persons occupying Additional Other Buildings: (a) fees for
access rights and other services sold by FirstWorld to such Customers, (b) *** ,
(c) *** , (d) the lease or re-sale of lines or circuit paths to Users to access
customers of said Users in such Additional Other Buildings, and (e) the lease to
Customers of Customer premises equipment which is not generally available and
which is required by FirstWorld as a condition of service.

"Party" means Irvine or FirstWorld as a party to this Agreement.

"Payment Date" means each May 15, August 15, November 15 and February
15, or the next succeeding Business Day if such date is not a Business Day.

"Permitted Assignee" shall have the meaning set forth in Section 11.1
of this Agreement.

--------------------

*** CONFIDENTIAL TREATMENT REQUESTED

"Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Authority or any agency or political
subdivision thereof or any other entity.

"Phasing Plan" means the plans showing the phasing for installation of
the Irvine Networks or portions thereof. The initial Phasing Plan for the
Network to be installed in the Existing Spectrum is attached to this Agreement
as APPENDIX 6. Additional Phasing Plans will be prepared for any Additional
Spectrum areas and for any Additional Areas, in accordance with the terms and
provisions of the Conduit Lease.

"Plans" shall have the meaning set forth in Section 8.1 of this
Agreement.

"Pre-Authorized Confidential Information" means Confidential
Information which pursuant to this Agreement is identified as Pre-Authorized
Confidential Information, and which shall be Confidential Information but need
not be so designated.

"Rent" means the sum of the Basic Percentage Rent and the Bonus
Percentage Rent.

"Requesting Party" shall have the meaning set forth in Article 24 of
this Agreement.

"Service Provider Payments" means all sums collected by FirstWorld or
any of its Affiliates, assignees or sublessees, on behalf of any Users or other
service providers.

"Serviced Buildings" means all buildings and other facilities within
both the Spectrum and such Additional Areas as may be incorporated into this
Agreement.

"Spectrum" means the Existing Spectrum together with the Additional
Spectrum to the extent developed from time to time.

"Spectrum Network" means the Network to be installed by FirstWorld
within the Spectrum. If FirstWorld elects to service the Spectrum with more
than one Network in accordance with terms and provisions of this Agreement, then
all such Networks shall collectively be the Spectrum Network.

"Spectrum Service Area" means the Existing Spectrum together with the
Additional Spectrum to the extent developed and added to the Conduit Lease from
time to time.

"Term" shall mean the period commencing on the Commencement Date and
continuing until December 31, 2027.

"Third Party Building Access Payments" means payments for access to
buildings for which FirstWorld does not have a right of entry pursuant to this
Agreement.

"Transfer" shall have the meaning set forth in Section 14.1 of this
Agreement.

"Unavoidable Delay" means any cause beyond the reasonable control of
the party affected, including, without limitation, the following:

(a) Failures of or threats of failure of facilities, including
power failures and the failure of any component of a Network;

(b) Floods, earthquakes, tornadoes, storms, fires, lightning,
epidemics or other casualties;

(d) Labor disputes, labor or material shortages (including the
inability to obtain Equipment necessary to provide service) or acts of sabotage;

(e) Restraint by court order or Governmental Authority;

(f) Any failure to obtain the necessary permits, authorizations
or approvals from any Governmental Authority not caused by the failure of a
Party to take the actions required of it to obtain the same; or

(g) The need to condemn or acquire property prior to performing
any act.

"Underground Agencies" means one or more underground utility
monitoring companies.

"Users" means any Person who contracts with FirstWorld for access to a
Network in order to provide telecommunications services to its own customers (as
opposed to Customers who contract with FirstWorld for Network services as end
users).

APPENDIX 2

DEPICTION OF EXISTING SPECTRUM

THIS APPENDIX CONTAINS A MAP OF THE EXISTING SPECTRUM

(AS DEFINED)

ADDITIONAL SPECTRUM

THIS APPENDIX CONTAINS A MAP OF THE ADDITIONAL SPECTRUM

(AS DEFINED)

APPENDIX 4

EXISTING SPECTRUM BUILDINGS

EXHIBIT 10.19

----------------------------------------------------------------------
INVESTMENT PROPERTIES GROUP
LIST OF SPECTRUM PROPERTIES
FOR FISCAL YEAR 96/97
----------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
Product # #
Project Name/Bldg Address City Type Bldgs Stories Sq Ft
----------------------------------------------------------------------------------------------------------------------

IRVINE/ODG PHASE I (JV)
0000 Xxxxxxxx Xxxx XXX ISWH 1 2 103,602
0000-0000 Xxxxxxxx Xxxx XXX XXXX 1 1&2 168,314
0000 Xxxxxxxx Xxxx XXX XXXX 1 1 136,648
0000 Xxxxxxxx Xxxx XXX ISWH 1 1 49,043
457,607

XXXXX/XXX (BLDG 1,2,3) (JV)
0 Xxx Xxxxxx (Xxxx 3) XXX ISTS 1 2 51,431
31 Technology (Bldg 1) XXX ISFT 1 2 58,221
33 Technology (Bldg 2) XXX ISFT 1 2 75,766
185,418

9801 MUIRLANDS (ICL) (JV)
0000 Xxxxxxxxx XXX XXXX 1 2 151,791

BAKE TECHNOLOGY PARK I
0 Xxxxxx XXX XXXX 1 2 46,394
9 Xxxxxx XXX ISFT 1 2 59,585
9775 Xxxxxx XXX ISMT 1 2 96,398
9975 Xxxxxx XXX ISMT 1 2 66,950
269,327

IRVINE/ODG BUSINESS PARK
0000 Xxxxxxxx Xxxx XXX ISMU 1 1 62,795
0000 Xxxxxxxx Xxxx XXX XXXX 1 2 51,485
0000 Xxxxxxxx Xxxx XXX XXXX 1 2 52,133
166,413

BAKE MINIWAREHOUSE
00000 Xxxx Xxxxxxx XXX ISOT 1 99,000

FAIRBANKS IND'L PARK
00 Xxxxxxxxx XXX ISWH 1 1 47,786
00 Xxxxxxxxx XXX ISWH 1 1 73,610
00 Xxxxxxxxx XXX ISWH 1 1 65,902
00 Xxxxxxxxx XXX ISWH 1 1 107,024
294,322

SD_DOCS\94594.1 1

TECHNOLOGY PLAZA I (BLDG 8) (JV)
00 Xxxxxxxxxx Xxxxx XXX ISMU 3 1&2 124,004

BARRANCA I (BLDG IO) (JV)
00000 Xxxxxxxx Xxxxxxx XXX XXXX 1 2 81,450

TRIPOINTE
00 Xxxxxxxxx XXX ISMU 1 1 24,564
00000 Xxxxx Xxxxxxx XXX ISMU 1 1 20,989
00000 Xxxxx Xxxxxxx XXX ISMU 1 1 20,451
00000 Xxxxx Xxxxxxx XXX ISMU 1 1 18,631
00000 Xxxxx Xxxxxxx XXX ISMU 1 1 22,824
00 Xxxxxxxxx XXX ISTS 1 1 45,098
152,557
XXXXXX
29 Xxxxxx XXX ISFT 1 2 58,178
00 Xxxxxx XXX XXXX 1 2 23,632
00 Xxxxxx XXX XXXX 1 2 18,828
00 Xxxxxx XXX XXXX 1 2 39,579
140,217

JENNER BUSINESS PARK I
2 Xxxxxx XXX ISFT 1 1 32,804
3 Xxxxxx XXX ISFT 1 1 33,075
4 Xxxxxx XXX ISFT 1 1 37,313
5 Xxxxxx XXX ISFT 1 1 41,871
145,063

XXXXXXXX - 5 & 6
0000 Xxxxxxxx Xxxx XXX ISWH 1 2 32,518
0000 Xxxxxxxx Xxxx XXX XXXX 1 2 140,630
0000 Xxxxxxxx Xxxx XXX ISWH 1 2 40,004
213,152

SANDCANYON RV (XXXXXX)
0 Xxxxxxxxx XXX ISOT 0 0

SD_DOCS\94594.1 2

BAKE TECHNOLOGY PARK II
0 Xxxxxxxx XXX XXXX 1 2 49,503
0 Xxxxxxxx XXX XXXX 1 2 55,703
0 Xxxxxxxx XXX XXXX 1 2 42,915
148,121

FREEWAY TECHNOLOGY PARK I
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 28,123
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 22,338
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 30,884
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 26,555
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 52,386
160,286

19 & 21 TECHNOLOGY
00 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 63,467
00 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 66,140
129,607

LAKEVIEW BUSINESS CENTER II
000 Xxxxxxxxxx Xxxxx XXX ISTS 1 2 31,603
00000 Xxxxxxxx Xxxxxxx XXX XXXX 1 2 45,300
00000 Xxxxxxxx Xxxxxxx XXX ISTS 1 2 38,178
00000 Xxxxxxxx Xxxxxxx XXX ISFT 1 2 47,039
00 Xxxxxxxxxx Xxxxx XXX XXXX 1 2 67,940
230,060

TECHNOLOGY PLAZA II (BLDG 9)
00 Xxxxxxxxxx Xxxxx XXX ISMU 4 1&2 120,123

BARRANCA II (BLDG 11) (JV)
00000 Xxxxxxxx Xxxxxxx XXX XXXX 0 0 00,000

XXXXXX XXXXXXXX XXXX XX
0 Xxxxxx XXX ISTS 1 2 30,636
6 Xxxxxx XXX ISTS 1 2 30,243
60,879

JENNER BUSINESS PARK III
10 Xxxxxxx XXX ISFT 1 1 13,179
8 Xxxxxxx XXX ISFT 1 1 32,745
45,924

XXXXX/TECHNOLOGY (BLDG 6&7) (JV)
00000 Xxxxx Xxxxxxx XXX ISTS 1 2 31,699
00 Xxxxxxxxxx Xxxxx XXX ISTS 1 2 25,000
56,699

CORPORATE BUSINESS CTR I
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 39,985
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 62,034
102,019

CORPORATE BUSINESS CTR II
000 Xxxxxxxxxx Xx (xxxx 3) XXX ISFT 1 32,580
000 Xxxxxxxxxx Xx (xxxx 4) ISFT 1 43,920
000 Xxxxxxxxxx Xx (xxxx 5) ISFT 1 43,920
120,420

ALCON
00000 Xxxxx Xxxxxxx XXX XXXX 1 2 189,199

140 & 142 TECHNOLOGY (PCLS 6&7)
000 Xxxxxxxxxx Xxxxx XXX XXXX 1 1 37,550
000 Xxxxxxxxxx Xxxxx XXX XXXX 1 1 37,927
75,477

FREEWAY TECHNOLOGY PARK II
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 1 36,830
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 1 27,700
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 44,937
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 47,654
000 Xxxxxxxxxx Xxxxx XXX ISFT 1 1 27,550
184,671

SD_DOCS\94594.1 4

LAKEVIEW BUSINESS CENTER I
00000 Xxxxxxxx Xxxxxxx XXX XXXX 1 2 48,142
00000 Xxxxxxxx Xxxxxxx XXX XXXX 1 2 37,751
00000 Xxxxxxxx Xxxxxxx XXX XXXX 1 2 20,271
00 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 55,872
00 Xxxxxxxxxx Xxxxx XXX ISFT 1 2 71,054
00 Xxxxxxxxxx Xxxxx XXX XXXX 1 2 21,015
254,105

9601 XXXXXXXX
0000 Xxxxxxxx XXX ISFT 1 50,210

25-29 TECHNOLOGY (18-22)
00X Xxxxxxxxxx Xxxxx XXX ISTS 1 2 28,640
00X Xxxxxxxxxx Xxxxx XXX ISTS 1 2 33,003
00 Xxxxxxxxxx Xxxxx XXX ISTS 1 2 45,362
00X Xxxxxxxxxx Xxxxx XXX ISTS 1 2 32,847
00X Xxxxxxxxxx Xxxxx XXX ISTS 1 2 28,670
168,522

ONE TECHNOLOGY PARK I
1 A Technology Drive XXX ISTS 1 2 23,252
0 X Xxxxxxxxxx Xxxxx XXX ISMU 1 1 19,226
1 C Technology Drive XXX ISMU 1 1 21,913
0 X Xxxxxxxxxx Xxxxx XXX ISMU 1 1 8,005
0 X Xxxxxxxxxx Xxxxx XXX ISMU 1 1 8,005
0 X Xxxxxxxxxx Xxxxx XXX ISMU 1 1 19,226
0 X Xxxxxxxxxx Xxxxx XXX ISTS 1 2 23,252
1 H Technology Drive XXX ISTS 1 2 23,252
1 I Technology Drive XXX ISTS 1 2 23,252
1 J Technology Drive XXX ISTS 1 2 23,252
192,635

3 XXXXXX
3 Xxxxxx XXX ISFT 1 41,402

7 XXXXXX
7 Xxxxxx XXX ISFT 1 39,723

SD_DOCS\94594.1 5

152 TECHNOLOGY
000 Xxxxxxxxxx XXX XXXX 1 29,192

IRVINE ENTERTAINMENT CENTER (PHASE 1)
00 Xxxxxxx Xxxxx XXX RSOT 229,898

AT&T
0000 Xxxxxx Xxxxxx Xxxxx XXX OSHR 1 14 306,444

WESTERN DIGITAL
0000 Xxxxxx Xxxxxx Xxxxx XXX OSHR 1 14 357,922

TOTAL SPECTRUM AREA: 107 5,825,035
=== =========

PRODUCT TYPE CODES:

1ST CHARACTER: 2ND CHARACTER: 3RD CHARACTER:

I = Industrial N = Newport MT = Mid Tech
O = Office A = Airport FT = Flex Tech
R = Retail S = Spectrum TS = Two Story
D = San Diego MU = Multi
L = Los Angeles WH = Warehouse
B = Sunnyvale (Bay area) OT = Other
O = Other

APPENDIX 5

ADDITION MEMORANDUM

ADDITION MEMORANDUM NO.
(LICENSE AGREEMENT)

THIS ADDITION MEMORANDUM is dated as of _______________, _____________, and
made by and between THE IRVINE COMPANY, a Delaware corporation ("Irvine"), and
FIRSTWORLD ORANGE COAST, a California corporation ("FirstWorld").

A. Prior to the date hereof, Irvine and FirstWorld have entered into that
certain TELECOMMUNICATIONS SYSTEM LICENSE AGREEMENT dated as of ___________,
1998, (the "License Agreement") providing for, among other things, FirstWorld to
have a License to construct, install, maintain, operate, use, repair, replace,
augment and remove, Cable and associated Equipment in certain buildings as more
particularly set forth in the License Agreement.

X. Xxxxxx now desires to grant a License to an Additional Building(s) in
accordance with the terms, provisions and conditions of the License Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

1. DEFINITIONS. Capitalized terms used in this Addition Memorandum and
not otherwise defined herein shall have the meaning given to them in the License
Agreement.

2. ADDITIONAL BUILDING. Pursuant to the provisions of Article 2 of the
License Agreement, effective as of _____________, _________, (the "Effective
Date") the Additional Building(s) identified in Exhibit A attached hereto and
incorporated herein by this reference are added to the License Agreement, which
Additional Building(s) contain the gross square footage shown on Exhibit A.

3. ADJUSTMENT TO LICENSE FEE. As a result of the addition of the
Additional Building(s) shown on Exhibit A, the License Fee is hereby increased
as of the Effective Date by the sum of $________, which increase is equal to the
sum of the gross square footage of the Additional Building(s) identified on
Exhibit A of ______________ [sq. ft.] times the Additional License Fee Base of
$_____ per gross square foot (which Additional License Fee Base has been
adjusted pursuant to Section 6.1.3 of the License Agreement for the increase in
the CPI for the relevant period). As a result of such increase, effective as of
the Effective Date, the current quarterly License Fee shall be $____________.

Appendix 5
Page 1 of 2

4. FORCE AND EFFECT. Except for the addition of the Additional
Building(s) and the adjustment of the License Fee in accordance with the
provisions of this Addition Memorandum, the License Agreement shall remain
unmodified and in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Addition Memorandum as
of the day and year first above written.

FIRSTWORLD ORANGE COAST,
a California corporation

By:
---------------------------
Name:
-------------------------
Title:
------------------------

THE IRVINE COMPANY,
a Delaware corporation

By:
---------------------------
Name:
-------------------------
Title:
------------------------

Appendix 5
Page 2 of 2

APPENDIX 6

PHASING PLAN

THIS APPENDIX CONTAINS A COLOR CODED MAP OF THE AREA IN WHICH
THE COMPANY'S FACILITIES ARE TO BE CONSTRUCTED AND INDICATES
WHICH AREAS MUST BE COMPLETED AT VARIOUS TIMES

APPENDIX 7

WAIVER AND RELEASE

The undersigned ("Tenant"), as a tenant in the building ("Building")
located at ________________________, desires to utilize telecommunications
services to be provided by _________________ ("PROVIDER"). Tenant acknowledges
that the services of Provider will be furnished over a cable distribution system
installed in the Building by Provider, and that in the future Provider may be
required to make use of a building riser and distribution cabling system should
the Building owner/Tenant's landlord ("Landlord") so elect. The agreement
between Tenant and Provider limits Provider's liability to Tenant and its
successors and assigns in various respects. In consideration of Landlord's
permitting Provider to provide services to Tenant, Tenant executes this
instrument to acknowledge that in no event shall Landlord, its mortgagees and
property manager, and each of their respective partners, directors, officers,
employees and agents ("RELEASED PARTIES") be liable to Tenant for direct,
indirect, consequential, special, incidental, actual, punitive or any other
damages, or for any lost profits of any kind or nature whatsoever, arising out
of mistakes, accidents, errors, omissions, interruptions or defects in
transmission, or delays, including those which may be caused by regulatory or
judicial authorities, in connection with the services and/or equipment to be
provided by Provider, or the obligations of Provider pursuant to its agreement
with Tenant, REGARDLESS OF WHETHER SAME IS CAUSED BY THE NEGLIGENCE OR SOLE
NEGLIGENCE OF A RELEASED PARTY, and agrees that Provider is the only Party
against which it will seek any form of damages or relief in any claim or action
related to the services contemplated to be provided by Provider. Tenant waives
and releases all rights and remedies against the Released Parties that are
inconsistent with the foregoing. It is understood that each Released Party
shall rely upon, and is an intended third party beneficiary of, this instrument.

This agreement shall be binding upon Tenant and its successors and assigns
and shall be governed by the laws of the state in which the Building is located.

TENANT:

By:
---------------------------
Name:
-------------------------
Title:
------------------------

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